The tender offer will not be subject to any condition precedent. It is nevertheless specified that, pursuant to the provisions of Article 231-9, I of the Autorité des marchés financiers General Regulation, the tender offer would be null and void if, on its closing date, Hologic did not hold a number of shares representing more than 50% of SuperSonic Imagine’s share capital or voting rights.
Finally, the completion of the tender offer is subject to the compliance decision of the Autorité des marchés financiers on the contemplated tender offer.
SuperSonic Imagine and Hologic also entered into a tender offer agreement setting forth the terms pursuant to which Hologic will proceed with the tender offer, the company's corporate governance commitments, commitments to conduct the company's business in the normal course of business, and certain representations and warranties.
As previously announced by Hologic on June 20, 2019, Hologic has agreed to acquire SuperSonic Imagine’s outstanding shares at a price of €1.50 per share. This price corresponds to approximately $39 million for all outstanding shares, or approximately $42 million assuming all outstanding options with an exercise price lower than €1.50 are exercised (based on the exchange rate of $1.13 for €1). For information purposes, it is specified that Hologic will also make available funds to repay SuperSonic Imagine’s net debt in an amount not to exceed $43 million, equating to a maximum enterprise value of $85 million (based on the exchange rate of $1.13 for €1).
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.
About SuperSonic Imagine
SuperSonic Imagine is a medical technology company (Medtech) specialized in ultrasound imaging. The company designs, develops and markets an ultrasound platform whose exclusive ultrafast technology (UltraFast™) has given rise to new imaging methods, which have now become standards in the non-invasive care path for the characterization of breast, liver or prostate diseases. The first innovative mode UltraFast™ is ShearWave® elastography (SWE™), which allows doctors to instantly visualize and analyze tissue hardness, which is critical information for the diagnosis of many pathologies. To date, more than 600 publications have validated the benefits of its technologies. The latest addition to the Aixplorer® range, Aixplorer MACH® 30, introduces a new generation of imaging UltraFast™ allowing the optimization of all innovative imaging modes: ShearWave PLUS, UltraFast Doppler, Angio PL.U.S, TriVu. With more than 2,300 ultrasound platforms installed worldwide, SuperSonic Imagine is present in more than 80 countries and its main markets are China, the United States and France. In 2018, the company generated revenues of €24.6 million. SuperSonic Imagine is a company listed on Euronext (symbol: SSI).
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