Hologic, Inc. has made a binding offer to acquire (directly or through an affiliate) SuperSonic Imagine (Euronext: SSI, FR0010526814), a France-based innovator in cart-based ultrasound products, and that it has entered into an exclusive negotiation agreement with the company and its main shareholders toward that end.
Under the terms of the binding offer, 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 warrants and options with an exercise price lower than 1.50 are exercised. In addition, Hologic would 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. SuperSonic Imagine's main shareholders, who together hold 10,841,409 shares or approximately 46% of the outstanding share capital of the company, have agreed to sell their shares to Hologic at the price of 1.50 per share, following a consultation process with SuperSonic Imagine's social and economic committee and subject to obtaining French regulatory clearance regarding foreign investments, a favorable opinion of the SuperSonic Imagine board of directors based on the fairness opinion issued by the independent expert appointed by SuperSonic Imagine in accordance with paragraphs I, 1[degrees], 2[degrees], 4[degrees] and 5[degrees] and II of article 261-1 of the French Financial Markets Authority General Regulation, and other conditions.
If this acquisition is completed, Hologic will file a cash tender offer, which would not be subject to any condition precedent, for all the remaining shares of SuperSonic Imagine at the same price per share, which represents a premium of 42.9% over the closing price on June 19, 2019 and a premium of 45.7% over the volume-weighted average price over 60 trading days. In accordance with applicable regulations, this tender offer would also cover all transferable warrants (bons de souscription d'actions) and convertible bonds issued by SuperSonic Imagine in the event no agreement has been reached with the holders of such securities. This tender offer, which could be completed by the end of 2019, may be followed by a mandatory squeeze-out if the applicable legal and regulatory requirements are met.
The completion of this tender offer is subject to the French Financial Markets...