On October 21, 2025, we entered into a definitive agreement (the “Merger Agreement”) to be acquired by funds managed by Blackstone and TPG. Under the terms of the agreement, Blackstone and TPG will acquire all outstanding Hologic shares for $76.00 per share in cash, without interest, plus a non-tradable contingent value right (“CVR”) to receive up to $3.00 per share, for total potential consideration of $79.00 per share in cash. The non-tradable CVR will be issued to Hologic stockholders at closing and paid, in whole or in part, following achievement of certain global revenue metrics for our Breast Health business in fiscal years 2026 and 2027. The transaction is expected to close in the first half of calendar year 2026, subject to the approval of Hologic’s stockholders, the receipt of required regulatory approvals and the satisfaction of certain other customary closing conditions (please see Note 2 to our consolidated financial statements for additional information related to the acquisition). If the Merger is completed, we will become a privately held company, meaning that the Company’s common stock will be delisted from the Nasdaq stock market and deregistered under the Securities Exchange Act of 1934, as amended.
Completion of the Merger is subject to various closing conditions, including, among other things, approval of the adoption of the Merger Agreement by our stockholders and the receipt of applicable regulatory approvals. Further, if the Merger has not been consummated on or before July 21, 2026 (subject to (a) one three-month extension under certain circumstances for the purpose of obtaining certain regulatory approvals and (b) extension in certain circumstances if the marketing period for Blackstone’s and TPG’s debt financing has commenced but has not yet been completed), then the Merger Agreement may be terminated by either party. There is no assurance that receipt of all applicable regulatory approvals will occur, or that all of the other closing conditions will be satisfied (or waived, to the extent permitted by applicable law), or that the Merger will be completed on the terms reflected in the Merger Agreement, within the expected timeframe, or at all.
The announcement and pendency of the Merger may create disruption in and uncertainties for our business, which could have an adverse effect on our ability to retain and hire key personnel and to maintain relationships with our business partners, suppliers, vendors and customers. These business partners, suppliers and customers could attempt to negotiate changes in existing business relationships, consider entering into business relationships with parties other than us, delay or defer decisions concerning their business with us, or terminate their existing business relationships with us during pendency of the Merger. Adverse changes in our relationships with employees, business partners, suppliers and customers may continue or intensify in the event the Merger is not consummated or is significantly delayed. As a result, there can be no assurance that our business, financial condition and results of operations will not be adversely affected, as compared to prior to the announcement of the Merger Agreement. Management’s attention may also be diverted towards activities focused on completing the Merger, which could further impact these relationships and also the execution of our business plan and the quality of our products.
If the Merger is not completed, we and our stockholders may suffer other consequences. To the extent that the current market price of our stock reflects an assumption that the Merger will be completed, the price of our common stock could decrease if the Merger is not completed. Further, investor confidence in us could decline, and stockholder litigation could be brought against us. In addition, we will have incurred significant costs, expenses and fees for professional services and other transaction costs in connection with the Merger, including for activities that we would have not undertaken other than to complete the Merger. As a result, to the extent the Merger is not completed, we will receive little or no benefit from incurring these costs, and in the absence of the Merger, these costs may have been allocated elsewhere. In addition, if the Merger Agreement is terminated under certain circumstances, we may be required to pay Blackstone a termination fee equal to $540 million (or $225 million during the go shop period, as described in the Merger Agreement), which could have adverse effect on our financial condition and results of operations.