- Deal Broadens Hologic's Breast Health Product Portfolio and Expands Company's Role in Breast Health Care -
MARLBOROUGH, Mass., July 31, 2018 /PRNewswire/ -- Hologic, Inc. (Nasdaq: HOLX), a global leader in women's health, announced today it has completed the acquisition of Faxitron Bioptics, a privately-held leader in digital specimen radiography, for approximately $85 million.
The transaction, which closed today, broadens Hologic's Breast Health product portfolio and expands the Company's role in the clinical continuum of care for breast cancer patients. Specifically, Faxitron's products and channel will enable Hologic to play a larger role in breast conserving surgery, an adjacent growth market for the Company's interventional breast business.
"Faxitron, like Hologic, has built a strong brand focused on improving the patient experience with market-leading products from digital specimen radiography to breast lesion localization to sentinel lymph node biopsy solutions," said Pete Valenti, Hologic's Division President, Breast and Skeletal Health Solutions. "Together, we will extend our shared focus on innovation and expand our ability to improve breast health along each step of the patient's journey, which begins with our market-leading mammography solutions."
Faxitron markets a broad portfolio of products across major categories including digital specimen radiography, breast lesion localization, and sentinel lymph node biopsy. The company sells its products mainly to breast surgeons and pathologists. The company has a history of organic innovation, most recently with the introduction of VisionCT®, the world's first 3D breast specimen-designated CT system to offer 360-degree images of excised lesions.
"Acquiring Faxitron is consistent with our capital deployment goals," said Steve MacMillan, Hologic's Chairman, President and Chief Executive Officer. "This is a great tuck-in acquisition that leverages our existing strength in the breast health channel, while providing attractive growth and return on invested capital."
Faxitron generated approximately $27 million of revenue in their last fiscal year. The acquisition is expected to be roughly neutral to Hologic's non-GAAP earnings.
About Faxitron Bioptics, LLC
As a global leader and pioneer for best-in-class digital imaging systems, Faxitron is dedicated to helping healthcare providers and researchers achieve their vision for a better, healthier world at large. Through the continuous innovation and advancement of imaging technologies, Faxitron aims to elevate the standard of care in medicine and the standard of quality in life science research. With applications spanning from breast surgery to pathology imaging, and from preclinical imaging to non-destructive testing, Faxitron is building a comprehensive portfolio of solutions that sets new standards for precision and quality in the industry.
Non-GAAP Financial Measures
This press release discusses non-GAAP diluted EPS, which is a non-GAAP financial measure. The Company's definition of non-GAAP diluted EPS may differ from similarly titled measures used by others. The Company defines its non-GAAP EPS presented in this press release to exclude the amortization of intangible assets and income taxes related to such adjustment.
Non-GAAP diluted EPS adjusts for specified items that may be non-cash, or can be highly variable or difficult to predict. In the context of forward-looking statements, the non-GAAP financial measures facilitate period-to-period comparisons by excluding the effects of events that have occurred in the past or may occur in the future and have accounting consequences that can mask underlying operational trends, such as acquisitions, restructurings, debt extinguishment and impairments.
This non-GAAP financial measure should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP. Because non-GAAP financial measures exclude the effect of items that will increase or decrease the Company's reported results of operations, management encourages investors to review the Company's consolidated financial statements and publicly filed reports in their entirety.
Future GAAP EPS may be affected by changes in ongoing assumptions and judgments, and may also be affected by non-recurring, unusual or unanticipated charges, expenses or gains, which are excluded in the calculation of the Company's non-GAAP EPS forecast as described in this press release.
When Hologic provides its expectations for non-GAAP EPS on a forward-looking basis, a reconciliation of the differences between this non-GAAP expectation and the corresponding GAAP measure (GAAP EPS) is not available without unreasonable effort because Hologic has not estimated the fair value of the assets and liabilities expected to be acquired in the transaction. Nor has the Company determined the fair value of acquired intangible assets and related annual amortization expense that would be required in order to provide the corresponding GAAP measure. The variability of the items that have not yet been determined may have a significant, and potentially unpredictable, impact on Hologic's future GAAP results.
Forward-Looking Statements
This news release contains forward-looking information that involves risks and uncertainties, including statements about each company's plans, objectives, expectations and intentions. Such statements include, without limitation: financial or other information based upon or otherwise incorporating judgments or estimates relating to future performance, events or expectations; each company's strategies, positioning, resources, capabilities, and expectations for future performance; and each company's outlook and financial and other guidance. These forward-looking statements are based upon assumptions made as of this date and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated.
Risks and uncertainties that could adversely affect either company's business and prospects, and otherwise cause actual results to differ materially from those anticipated, include without limitation: the possibility that the anticipated benefits from the proposed transaction cannot be fully realized or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of Faxitron Bioptics's operations with those of Hologic will be greater than expected; the ability of Hologic and Faxitron to retain and hire key personnel; the coverage and reimbursement decisions of third-party payers and the guidelines, recommendations, and studies published by various organizations relating to the use of products and treatments; the uncertainty of the impact of cost containment efforts and federal healthcare reform legislation on each company's business and results of operations; the ability to successfully manage ongoing organizational and strategic changes, including Hologic's ability to attract, motivate and retain key employees; the impact and anticipated benefits of completed acquisitions and acquisitions Hologic may complete in the future; the ability to consolidate certain of Hologic's manufacturing and other operations on a timely basis and within budget, without disrupting Hologic's business and to achieve anticipated cost synergies related to such actions; the development of new competitive technologies and products; regulatory approvals and clearances for products; production schedules for products; the anticipated development of markets in which products are sold into and the success of products in these markets; the anticipated performance and benefits of products; estimated asset and liability values; anticipated trends relating to Hologic's financial condition or results of operations; and Hologic's capital resources and the adequacy thereof.
The risks included above are not exhaustive. Other factors that could adversely affect each company's business and prospects are described in the filings made by the applicable company with the SEC. Hologic and Faxitron Bioptics expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any such statements presented herein to reflect any change in expectations or any change in events, conditions or circumstances on which any such statements are based.
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