Hologic, Inc. announced that it has entered into a definitive agreement to sell its Cynosure medical aesthetics business to an affiliate of investment funds managed by Clayton, Dubilier & Rice for a total purchase price of $205 million in cash, subject to certain closing adjustments. Net of these adjustments, Hologic expects net cash proceeds of approximately $138 million.
“Divesting our medical aesthetics business will enable us to focus on what we do best – helping women and their families live healthier lives through early detection of disease,” said Steve MacMillan, the Company’s Chairman, President and Chief Executive Officer. “Since we acquired Cynosure in 2017, it has significantly underperformed our expectations. We believe this transaction will unlock value for Hologic shareholders, and at the same time provide Cynosure and its employees the best opportunity to succeed in the medical aesthetics marketplace. Moving forward, our business development strategy remains focused on the smaller, tuck-in deals that have been performing well for us and strengthening our core franchises.”
Under the terms of the agreement, approximately 825 employees will transfer with the Cynosure business. The transaction is expected to close around the end of calendar 2019, subject to regulatory approvals and other customary conditions.
Goldman Sachs & Co. LLC is serving as financial adviser to Hologic, while Wachtell, Lipton, Rosen & Katz is acting as legal counsel. UBS has committed to provide debt financing as part of the transaction and is acting as financial advisor to Clayton, Dubilier & Rice. Barclays and Credit Suisse are also acting as financial advisors, and Debevoise & Plimpton LLP is acting as legal counsel to Clayton, Dubilier & Rice.
Hologic also announced today that it intends to enter into an accelerated share repurchase (ASR) program to buy back $205 million of the Company’s common stock. The ASR will be completed pursuant to a new $205 million share repurchase authorization that has been approved by Hologic’s board of directors. This is in addition to the Company’s current share repurchase authorization, under which $211 million remained on Sept. 28, 2019.
Because Hologic began the process of divesting Cynosure before its fiscal year-end, but completed negotiations after releasing its most recent quarterly results, the transaction is expected to result in a significant additional non-cash impairment charge that will be recorded in Hologic’s GAAP results for the fourth quarter of fiscal 2019. The Company expects to record an additional pre-tax impairment charge estimated in the range of $155 million to $185 million in the fourth quarter of fiscal 2019 to reduce the carrying value of the asset group to its fair value. In the first quarter of fiscal 2020, this asset group will meet the criteria for assets held-for sale and will be recorded at fair value less costs to sell, which could result in additional charges.
Going forward, the divestiture is expected to have an immaterial impact on Hologic’s revenue growth rate, while increasing non-GAAP gross and operating margin as a percentage of revenue. In fiscal 2020, the divestiture and the ASR together are forecast to increase Hologic’s diluted EPS by approximately $0.02 on both a GAAP and non-GAAP basis. Hologic expects to provide a full update to its financial guidance for fiscal 2020 when it reports its first-quarter results.
In addition, the loss resulting from the divestiture is expected to contribute to a U.S. cash tax refund of at least $300 million to be received during calendar 2022.
See Full Press Release: Hologic to Sell Cynosure Medical Aesthetics Business to Clayton, Dubilier & Rice | Business Wire
Written by: Hologic, Inc.
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