April 17, 2006 Hologic To Acquire Suros Surgical SystemsA Leader in Breast Biopsy Solutions BEDFORD, Mass. (April 17, 2006) - Hologic, Inc. (NASDAQ: HOLX) a leading provider of state-of-the-art diagnostic and digital imaging systems directed towards women's health, today announced it has entered into a definitive agreement to acquire Suros Surgical Systems, Inc., a leading innovator in the field of devices used for minimally invasive biopsy and tissue excision. The transaction will be structured as a merger of a Hologic acquisition subsidiary into Suros Surgical, whereby Suros Surgical will become a wholly-owned subsidiary of Hologic. The purchase price for the transaction will be $240 million (subject to adjustment), plus a two-year earn out. The closing consideration will consist of $132 million in cash and an additional $108 million payable, at the election of Hologic, in cash, shares of Hologic Common Stock or a combination thereof.. The earn-out will be payable in two annual cash installments equal to the incremental revenue growth in Suros Surgical's business in the two years following
the closing. This transaction is expected to close by the end of the second calendar quarter and will be subject to customary closing conditions, including Suros Surgical stockholder approval and the expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act.
About Hologic Hologic Inc. is a leading developer, manufacturer and supplier of premium diagnostic and medical imaging systems dedicated to serving the healthcare needs of women, and a leading developer of innovative imaging technology for digital radiography and breast imaging. Hologic's core business units are focused on osteoporosis assessment, mammography and breast biopsy, and mini C-arm and extremity MRI imaging for orthopedic applications. About Suros Surgical Suros Surgical Systems, Inc. is an award winning Indiana-based medical device manufacturer of minimally invasive methods of tissue excision and biopsy within multiple surgical specialties. Its patented surgical platform technology allows the removal of tissue or biopsy samples in a compassionate, effective and efficient manner possible. Suros Surgical is [the] industry leader in commercially available MRI-guided vacuum assisted breast biopsy with its ATEC® system, providing women in a high-risk population the opportunity for early diagnosis of breast disease or cancer without going to surgery. For more information visit www.surossurgical.com. Forward Looking Disclaimer This News Release contains forward-looking information that involves risks and uncertainties, including statements regarding Hologic's plans, objectives, expectations and intentions. Such statements include, without limitation, statements regarding the timing of completion of the acquisition, the anticipated benefits of the acquisition and the expected effect of the acquisition on Hologic's earnings. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated. Risks and uncertainties that may affect Hologic's ability to consummate the acquisition or that may cause actual results to vary materially, include, among others: the stockholders of Suros Surgical may not approve the acquisition; the parties may be unable to obtain regulatory clearances required for the acquisition, or required regulatory clearances may delay the acquisition or result in the imposition of conditions that could have a material adverse effect on the combined company or cause the parties to abandon the acquisition; the parties may be unable to complete the acquisition or completing the acquisition may be more costly than expected because, among other reasons, conditions to the closing of the acquisition may not be satisfied; problems may arise with the ability to successfully integrate the businesses of Hologic and Suros Surgical, which may result in the combined company not operating as effectively and efficiently as expected; Hologic may not be able to achieve the expected synergies from the acquisition or it may take longer than expected to achieve those synergies; the acquisition may involve unexpected costs or unexpected liabilities, or the effects of purchase accounting may be different from Hologic's expectations; Hologic expects to incur additional debt or issue additional securities to finance a part of the cash portion of the purchase price and Hologic cannot assure that it will be able to obtain such financing on a timely basis or on favorable terms, if at all; such financing may negatively affect Hologic's results of operations or be more dilutive to its stockholders than anticipated and Hologic's failure to obtain such financing on a timely basis could result in a breach of its obligations under the acquisition agreement; the combined company may be adversely affected by future legislative, regulatory, or tax changes as well as other economic, business and/or competitive factors. The risks included above are not exhaustive. The annual reports on Form 10-K, the quarterly reports on Form 10-Q, current reports on Form 8-K and other documents Hologic has filed with the SEC contain additional factors that could impact Hologic's businesses and financial performance. Hologic expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in Hologic's expectations or any change in events, conditions or circumstances on which any such statement is based. Additional Information About the Acquisition The parties anticipate that the issuance of the Hologic shares of Common Stock in the acquisition will be exempt from registration under Regulation D promulgated under the Securities Act of 1933, as amended. However, if it is determined that such exemption would not be available, Hologic has agreed to file a registration statement on Form S-4 with the SEC to register those securities. If such registration statement on Form S-4 is filed it will contain a prospectus and other relevant documents concerning the acquisition. If filed, Investors are urged to read the prospectus and any other relevant documents, when they become available, because they would contain important information about Hologic, Suros and the acquisition. If filed, investors would be able to obtain the documents free of charge at the SEC's web site, http://www.sec.gov. In addition, documents filed with the SEC by Hologic can be obtained at http://www.sec.gov or by contacting Hologic at the following address and telephone number: 35 Crosby Drive, Bedford, MA 01730, (781) 999-7300. Investors are urged to read the information statement/prospectus and any other relevant documents when they become available.
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