Press release from PR Newswire
Hologic and Gen-Probe Announce Clearance from German Federal Cartel Office for Hologic's Acquisition of Gen-Probe
Tuesday, July 17, 2012
Hologic and Gen-Probe Announce Clearance from German Federal Cartel Office for Hologic's Acquisition of Gen-Probe06:00 EDT Tuesday, July 17, 2012BEDFORD, Mass. and SAN DIEGO, July 17, 2012 /PRNewswire/ -- Hologic, Inc. (Hologic) (NASDAQ: HOLX) and Gen-Probe Incorporated (Gen-Probe) (NASDAQ: GPRO) today announced that they have received written notification from Germany's Federal Cartel Office that the proposed acquisition of Gen-Probe by Hologic is cleared to proceed. As previously announced on June 19, 2012, the initial 30-day waiting period required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, expired without a request for additional information from the United States Federal Trade Commission. With the recent clearance from Germany, a required condition to close the proposed acquisition, the receipt of required anti-trust clearances has been satisfied. The acquisition remains subject to customary closing conditions, including the receipt of Gen-Probe stockholder approval. As previously announced, on April 30, 2012, Hologic agreed to acquire all of the outstanding shares of Gen-Probe for $82.75 per share in cash. A Special Meeting of Gen-Probe stockholders has been scheduled for July 31, 2012 to vote on the pending transaction with Hologic. Gen-Probe stockholders of record as of June 29, 2012 are entitled to vote at the Special Meeting. The transaction is expected to close on or about August 1, 2012.Additional Information and Where You Can Find It: In connection with the proposed transaction, Gen-Probe has filed a Definitive Proxy Statement on Schedule 14A (the "Proxy Statement") and certain other materials with the SEC. GEN-PROBE URGES INVESTORS TO READ THE PROXY STATEMENT AND THESE OTHER MATERIALS CAREFULLY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PROPOSED TRANSACTION. Investors may obtain free copies of the Proxy Statement as well as other filed documents containing information about Gen-Probe at http://www.sec.gov, the SEC's free internet site. Free copies of Gen-Probe's SEC filings including the Proxy Statement are also available on Gen-Probe's internet site at http://www.gen-probe.com under "Investors."Gen-Probe and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from Gen-Probe's stockholders with respect to the proposed transaction. Information regarding the officers and directors of Gen-Probe and their direct or indirect interests, by security holdings or otherwise, is included in the Proxy Statement.Forward Looking Statement Disclaimer: This News Release contains forward-looking information that involves risks and uncertainties, including statements about Hologic's and Gen-Probe's plans, objectives, expectations and intentions. Such statements include, without limitation, statements about the timing of the completion of Hologic's acquisition of Gen-Probe. Forward-looking statements may contain words such as "expect," "believe," "may," "can," "should," "will," "forecast," "anticipate," or similar expressions (including their use in the negative), and include assumptions that underlie such statements. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to: the ability of the parties to consummate the proposed acquisition in a timely manner or at all; satisfaction of the conditions precedent to consummation of the proposed acquisition, including the approval by Gen-Probe's stockholders; uncertainties relating to litigation, including pending and future Gen-Probe shareholder lawsuits related to the proposed acquisition; and successful and timely completion by Hologic of its anticipated financing arrangements for the acquisition. The risks included above are not exhaustive. Other factors that could adversely affect the ability of Hologic and Gen-Probe to complete the transaction are described in the filings made by Hologic and Gen-Probe with the SEC. Hologic and Gen-Probe 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.About Hologic:Hologic, Inc. is a leading developer, manufacturer and supplier of premium diagnostics products, medical imaging systems and surgical products dedicated to serving the healthcare needs of women. Hologic's core business units are focused on breast health, diagnostics, GYN surgical, and skeletal health. Hologic provides a comprehensive suite of technologies with products for mammography and breast biopsy, breast magnetic resonance imaging, radiation treatment for early-stage breast cancer, cervical cancer screening, treatment for menorrhagia and uterine fibroids, osteoporosis assessment, preterm birth risk assessment, mini C-arm for extremity imaging and molecular diagnostic products including reagents for a variety of DNA and RNA analysis applications. For more information, visit www.hologic.com.Hologic and associated logos are trademarks and/or registered trademarks of Hologic, Inc. and/or its subsidiaries in the United States and/or other countries.About Gen-Probe:Gen-Probe Incorporated is a global leader in the development, manufacture and marketing of rapid, accurate and cost-effective molecular diagnostic products and services that are used primarily to diagnose human diseases, screen donated human blood, and ensure transplant compatibility. Gen-Probe is headquartered in San Diego and employs approximately 1,400 people. For more information, go to http://www.gen-probe.com.Gen-Probe and associated logos are trademarks and/or registered trademarks of Gen-Probe Incorporated and/or its subsidiaries in the United States and/or other countries. Contacts:Hologic Investor Contact: Gen-Probe Investor & Media Contact:Deborah R. Gordon Al KildaniVice President, Investor Relations Senior Director, Investor Relations (781) 999-7716 (858) 410-8653Deborah.Gordon@hologic.com Al.Kildani@gen-probe.com Hologic Media Contact: Joele Frank / Andrew Siegel / Nicholas Lamplough Joele Frank, Wilkinson Brimmer Katcher (212) 355-4449 SOURCE Hologic, Inc.