Hologic (HOLX), Gen-Probe (GPRO) Update on Pending Merger; Hologic Preliminary Q3 EPS In-Line w/ Views
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Price: $20.16 -1.13%
EPS Growth %: +6.1%
Financial Fact:
Selling and marketing: 88.61M
Today's EPS Names:
ANF, DXLG, FL, More
EPS Growth %: +6.1%
Financial Fact:
Selling and marketing: 88.61M
Today's EPS Names:
ANF, DXLG, FL, More
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Hologic, Inc. (NASDAQ: HOLX) and Gen-Probe Incorporated (NASDAQ: GPRO) today provided an update regarding Hologic's previously announced acquisition of Gen-Probe. Gen-Probe has scheduled a Special Meeting of Stockholders for July 31, 2012 to vote on the pending transaction with Hologic. Gen-Probe stockholders of record as of June 29, 2012 are entitled to vote at the Special Meeting. The transaction is expected to close on or about August 1, 2012.
ologic and Gen-Probe today announced that Carl Hull, Chairman and Chief Executive Officer of Gen-Probe, has entered into an agreement to continue his employment with the combined company for a minimum period of 15 months. Mr. Hull will serve as senior vice president and general manager of the combined company's Diagnostics business, which will include Gen-Probe's current operations, as well as Hologic's Diagnostics segment. Additional members of the Gen-Probe management team are also being offered ongoing employment arrangements with Hologic.
The companies also confirmed that integration planning efforts are well underway and continue to proceed as planned. Integration planning teams at both companies have made significant progress in identifying critical integration issues, establishing objectives and targeted synergies for each area of the combined business, and developing a timeline to achieve certain synergies, which also includes other key milestone dates and events. Hologic expects to implement critical phases of this integration process immediately following closing with additional phases continuing over the next 24 months.
Hologic today also announced the launch of the syndication of its new committed senior secured credit facilities to be entered into in order to provide a significant portion of the financing in connection with its acquisition of Gen-Probe. These credit facilities are expected to be in an aggregate principal amount of $3.05 billion comprised of the following sources: a $1.0 billion tranche A term loan facility; a $1.75 billion tranche B term loan facility; and a $300 million revolving credit facility.
The allocation and amount of the anticipated senior secured credit facilities may be subject to adjustment, and the funding of the commitments for this financing is contingent on the satisfaction of certain conditions set forth in the previously disclosed Commitment Letter for the financing, including that there not having occurred, since December 31, 2011, an Acquired Business Material Adverse Effect (as defined in the Commitment Letter). The closing of each of these financing facilities is expected to take place concurrently with the completion of Hologic's acquisition of Gen-Probe.
In connection with the commencement of syndication efforts relating to the financing, Hologic today provided preliminary fiscal third quarter 2012 financial results and its full fiscal 2012 revenue and non-GAAP adjusted earnings per share (EPS) outlook.
Based on preliminary financial data, Hologic expects the following for the third quarter of fiscal 2012 as compared to the corresponding period in the prior year: (i) revenues of approximately $470 million as compared to $451.1 million; (ii) non-GAAP adjusted net income in the range of $90 million to $93 million as compared to $85.7 million; (iii) non-GAAP adjusted EPS in the range of $0.34 to $0.35 as compared to $0.32; and (iv) non-GAAP adjusted EBITDA of over $160 million as compared to $154.6 million (non-GAAP adjusted EBITDA is defined as non-GAAP adjusted net income plus: interest expense, net; income taxes; and depreciation and amortization, included in its non-GAAP adjusted net income).
The Street sees EPS of $0.34 and sales of $477.45 million.
Hologic is also reaffirming the low-end of its full year 2012 revenue guidance of $1.9 billion and its non-GAAP adjusted EPS range of $1.36 to $1.38, as previously provided. This guidance includes Hologic's current operations and does not include the results of Gen-Probe.
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ologic and Gen-Probe today announced that Carl Hull, Chairman and Chief Executive Officer of Gen-Probe, has entered into an agreement to continue his employment with the combined company for a minimum period of 15 months. Mr. Hull will serve as senior vice president and general manager of the combined company's Diagnostics business, which will include Gen-Probe's current operations, as well as Hologic's Diagnostics segment. Additional members of the Gen-Probe management team are also being offered ongoing employment arrangements with Hologic.
The companies also confirmed that integration planning efforts are well underway and continue to proceed as planned. Integration planning teams at both companies have made significant progress in identifying critical integration issues, establishing objectives and targeted synergies for each area of the combined business, and developing a timeline to achieve certain synergies, which also includes other key milestone dates and events. Hologic expects to implement critical phases of this integration process immediately following closing with additional phases continuing over the next 24 months.
Hologic today also announced the launch of the syndication of its new committed senior secured credit facilities to be entered into in order to provide a significant portion of the financing in connection with its acquisition of Gen-Probe. These credit facilities are expected to be in an aggregate principal amount of $3.05 billion comprised of the following sources: a $1.0 billion tranche A term loan facility; a $1.75 billion tranche B term loan facility; and a $300 million revolving credit facility.
The allocation and amount of the anticipated senior secured credit facilities may be subject to adjustment, and the funding of the commitments for this financing is contingent on the satisfaction of certain conditions set forth in the previously disclosed Commitment Letter for the financing, including that there not having occurred, since December 31, 2011, an Acquired Business Material Adverse Effect (as defined in the Commitment Letter). The closing of each of these financing facilities is expected to take place concurrently with the completion of Hologic's acquisition of Gen-Probe.
In connection with the commencement of syndication efforts relating to the financing, Hologic today provided preliminary fiscal third quarter 2012 financial results and its full fiscal 2012 revenue and non-GAAP adjusted earnings per share (EPS) outlook.
Based on preliminary financial data, Hologic expects the following for the third quarter of fiscal 2012 as compared to the corresponding period in the prior year: (i) revenues of approximately $470 million as compared to $451.1 million; (ii) non-GAAP adjusted net income in the range of $90 million to $93 million as compared to $85.7 million; (iii) non-GAAP adjusted EPS in the range of $0.34 to $0.35 as compared to $0.32; and (iv) non-GAAP adjusted EBITDA of over $160 million as compared to $154.6 million (non-GAAP adjusted EBITDA is defined as non-GAAP adjusted net income plus: interest expense, net; income taxes; and depreciation and amortization, included in its non-GAAP adjusted net income).
The Street sees EPS of $0.34 and sales of $477.45 million.
Hologic is also reaffirming the low-end of its full year 2012 revenue guidance of $1.9 billion and its non-GAAP adjusted EPS range of $1.36 to $1.38, as previously provided. This guidance includes Hologic's current operations and does not include the results of Gen-Probe.
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