Hologic to acquire Third Wave Technologies

The boards of directors of both companies unanimously approved the transaction in which Hologic is to acquire 100% of Third Wave’s stock in a cash tender offer to be followed by a merger to acquire any untendered shares.

The transaction, completion of which is anticipated in the third calendar quarter of 2008, is expected to be modestly dilutive to Hologic’s adjusted earnings per share in the first full year after closing and increasingly accretive thereafter.

Under the agreement, Third Wave shareholders will receive an aggregate amount of an estimated $580 million in cash, assuming the conversion of Third Wave’s outstanding convertible notes, warrants and restricted stock.

Hologic intends to borrow $600 million to finance this transaction in the form of a senior secured credit facility on terms substantially consistent with the company’s existing credit facility. Hologic has secured fully committed debt financing for the full consideration from Goldman, Sachs & Co.

Jack Cumming, chairman and CEO of Hologic, said: “This important transaction will broaden Hologic’s range of diagnostic product offerings, enhance our revenue and earnings growth potential and, we believe, create long-term value for our shareholders.”