Hologic to Acquire SOMATEX, Leader in Biopsy Site Markers and Localization Technologies, for $64 Million

The transaction supports Hologic’s strategy to provide a comprehensive suite of innovative solutions across the continuum of breast health care. Specifically, SOMATEX’s differentiated products will enable Hologic to strengthen and further expand its breast marker portfolio, which has been growing consistently. As a result of the acquisition, Hologic will also enhance its sales presence in Europe by expanding its direct channel in Germany and its network of regional and international distributor partners.

“The acquisition of SOMATEX allows us to expand our biopsy portfolio by providing a suite of market-leading solutions that not only address our customers’ needs, but also improve the biopsy experience for their patients,” said Jennifer Meade, Hologic’s Division President, Breast and Skeletal Health Solutions. “We’ve had a strong partnership with SOMATEX for several years, which along with our shared focus on innovation, will allow us to quickly integrate and begin building a pipeline that will drive profitable growth and recurring revenue for our breast health business globally.”

SOMATEX specializes in the development and manufacturing of minimally invasive devices in the areas of tumor diagnostics, biopsy and interventional specialties, providing Hologic with additional expertise and capabilities to continue to grow its breast health portfolio. The SOMATEX product portfolio includes the Tumark® family of tissue markers, which were distributed by Hologic in the U.S. prior to the acquisition.

“For years, SOMATEX has been committed to driving innovative, best-in-class tumor marker and localization solutions for our customers and their patients and to becoming a leader in our space,” said Joerg Heise, Managing Director of SOMATEX. “ We are excited to continue this journey through Hologic and their global footprint, providing so many more with access to these pioneering technologies that aid in the early detection and treatment of breast cancer.”

SOMATEX is expected to generate approximately $13 million of revenue in calendar 2020, including sales of Tumark markers to Hologic. The acquisition is expected to be slightly accretive to Hologic’s non-GAAP earnings per share starting in the Company’s current fiscal year.

About Hologic, Inc.

Hologic, Inc. is an innovative medical technology company primarily focused on improving women’s health and well-being through early detection and treatment. For more information on Hologic, visit www.hologic.com.

Hologic and The Science of Sure are trademarks and/or registered trademarks of Hologic, Inc., and/or its subsidiaries in the United States and/or other countries. Tumark and associated logos are trademarks and/or registered trademarks of SOMATEX Medical Technologies GmbH. Hologic is an authorized distributor of Tumark Professional X, Q, and Vision biopsy site markers.

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 primarily exclude the amortization of intangible assets, acquisition- and integration-related charges, 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 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 these non-GAAP expectations and the corresponding GAAP measures are 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 SOMATEX’s operations with those of Hologic will be greater than expected; the ability of Hologic and SOMATEX 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 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 SOMATEX 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.

This information is not intended as a product solicitation or promotion where such activities are prohibited. For specific information on what products are available for sale in a particular country, please contact a local Hologic sales representative or write to womenshealth@hologic.com.

SOURCE: Hologic, Inc.

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