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Hull to Stay with Combined Hologic, Gen-Probe; Integration Planning Proceeding

NEW YORK (GenomeWeb News) – Hologic provided an update on its pending $3.7 billion acquisition of Gen-Probe after the close of the market on Wednesday, saying the deal is expected to be completed on or about Aug. 1.

In addition, its said that Carl Hull, chairman and CEO of Gen-Probe, has agreed to stay on at Hologic for at least 15 months to help direct the combined company's diagnostics business.

Gen-Probe is holding a special shareholders meeting on July 31 to vote on the firm's acquisition by Hologic. Following the meeting, the deal is expected to be completed. US regulators cleared the way for the transaction last month.

Hull has agreed to remain at Hologic, serving as senior vice president and general manager of the diagnostics business, which will include Gen-Probe's current operations and Hologic's diagnostics segment. The combined company's diagnostics operation will be headquartered in San Diego, where Gen-Probe is based. Hologic is also offering jobs to other Gen-Probe managers, it said.

The companies also said that integration planning efforts are "well under way" and are proceeding as planned. Significant progress has been made by both firms in identifying "critical integration issues," establishing goals, and targeting synergies, as well as establishing timelines to achieve certain synergies, they said, adding that the integration process is anticipated to last 24 months.

"We are making great progress toward completing the acquisition of Gen-Probe, which will strengthen our growing diagnostics portfolio and advance our presence in the overall molecular diagnostics market," Rob Cascella, president and CEO of Bedford, Mass.-based Hologic, said in a statement. "The global outlook for diagnostics is compelling and as a combined company we expect to capitalize on the significant opportunities in the market."

In connection with the deal, Hologic also announced today the launch of the syndication for its new committed senior secured credit facilities to be entered into in order to help fund the purchase. The expected facilities include an aggregate principal amount of $3.05 billion, comprised of a $1 billion tranche A term loan facility; a $1.75 billion tranche B term loan facility; and a $300 million revolving credit facility.

Separately, Hologic announced that it has launched the marketing for $750 million aggregate principal amount of its senior notes due 2020 in a private offering, which is expected to close concurrent with the completion of the Gen-Probe deal.

Hologic also announced preliminary results for its fiscal third-quarter earnings. Revenues for the quarter are anticipated to total about $470 million, a 4 percent increase from $451.1 million a year ago. Adjusted net income is forecast to be in the range of between $90 million and $93 million, or $.34 to $.35 per share.

A year ago, the company posted adjusted net income of $85.7 million, or $.32 per share.

Hologic affirmed the low end of its full-year 2012 revenue guidance of $1.9 billion with a non-GAAP EPS range of between $1.36 and $1.38 as previously provided. The guidance does not include results from Gen-Probe.

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