Hologic Acquires 46% Stake in SuperSonic Imagine to Advance Women's Health

On July 31, 2019, VCBeat (WeChat ID: vcbeat) learned that Hologic Inc. (NASDAQ: HOLX), a global leader in women’s health, and SuperSonic Imagine (Euronext: SSI, FR0010526814), a company specializing in ultrasound medical imaging, jointly announced today that Hologic Hub Ltd, a wholly owned subsidiary of Hologic Inc., will acquire approximately 46% of the shares of SuperSonic Imagine pursuant to a signed stock purchase agreement.

Pete Valenti, President of Hologic’s Breast and Skeletal Health Solutions division, stated, “We are delighted to acquire SuperSonic Imagine at this pivotal stage in our company’s development, and we look forward to integrating its world-class ultrasound technology, products, and talent with Hologic’s more substantial resources to advance women’s health.”

SuperSonic Imagine’s major shareholders—Bpifrance, Andera Partners, Auriga Partners, Merieux Participations, and CDC PME cro—collectively hold 10,841,409 shares, representing approximately 46% of SuperSonic Imagine’s issued share capital, and will sell all these shares to Hologic at a price of €1.5 per share. The settlement and delivery (reglement-livraison) of these shares will take effect on August 2, 2019, with the acquisition specified as not being subject to any earn-out mechanism.

The acquisition was conducted following consultations with the employee representative bodies (organes représentatifs du personnel) of SuperSonic Imagine and has been confirmed by the French Minister of the Economy as not being subject to the prior authorization procedure for foreign investment in France.

In this context, SuperSonic Imagine also entered into a termination agreement with Kreos. Pursuant to this agreement, upon payment of approximately EUR 16.4 million, the financing arrangements with Kreos—namely, the 2017 Venture Loan Agreement, the 2018 Venture Loan Agreement, and all related documents, including all agreements concerning the warrants issued by SuperSonic Imagine in December 2018 for the benefit of Kreos Capital V (Expert Fund) L.P.—shall be terminated. Under this termination agreement, SuperSonic Imagine shall clearly and fully discharge any obligations owed to Kreos Capital V (UK) Ltd. and Kreos Capital V (Expert Fund) L.P. under these financing arrangements.

As of the end of August, following Hologic’s cash tender offer and the subsequent mandatory squeeze-out (as applicable), (i) all outstanding shares of SuperSonic Imagine (excluding shares already held by Hologic and treasury shares, with shares subject to legal retention obligations) and (ii) all shares issuable upon exercise of options (stock options and founders’ warrants) prior to the expiration of the offer, were acquired at a price of €1.50 per share. This followed receipt of the SuperSonic Imagine Board of Directors’ opinion on the fairness of the tender offer and its impact on the company, shareholders, and employees, particularly the conclusions of the report issued by the independent expert (Precision) appointed by the SuperSonic Imagine Board of Directors on June 20, 2019.

The tender offer is not subject to any conditions precedent. However, pursuant to Article 231-9 of the General Regulation of the Autorité des marchés financiers, the tender offer shall be void if, by the expiry date, Hologic does not hold shares representing more than 50% of the share capital or voting rights of SuperSonic Imagine.

Finally, the completion of the tender offer is subject to the compliance decision of the Autorité des marchés financiers on the proposed tender offer.

SuperSonic Imagine and Hologic also entered into a tender offer agreement, which sets forth the terms under which Hologic will conduct the tender offer, the company’s management commitments, covenants to operate the company’s business in the ordinary course of business, and certain representations and warranties.

As announced by Hologic on June 20, 2019, Hologic has agreed to acquire the outstanding shares of SuperSonic Imagine at a price of €1.50 per share. Assuming the exercise of all outstanding options with an exercise price below €1.50, this price equates to approximately $39 million, or approximately $42 million for all outstanding shares (based on an exchange rate of $1.13 per €1). For informational purposes, it is specified that Hologic will also provide funds to repay SuperSonic Imagine’s net debt, in an amount not exceeding $43 million, implying a maximum enterprise value of $85 million (based on an exchange rate of $1.13 per €1).

Hologic Inc. is an innovative medical technology company primarily dedicated to improving women's health and well-being through early detection and treatment. Hologic focuses on breast and skeletal health, diagnostic solutions, GYN surgical solutions, and medical aesthetics (Cynosure).

SuperSonic Imagine is a medical technology (Medtech) company specializing in ultrasound imaging. The company designs, develops, and markets ultrasound platforms whose proprietary UltraFast™ technology has enabled new imaging methods that have become the standard for non-invasive care pathways in the characterization of breast cancer, liver cancer, and prostate diseases. The first innovative mode based on UltraFast™ technology is ShearWave® Elastography (SWE™), which provides real-time visualization of tissue stiffness for physician analysis. This is critical information for diagnosing many conditions. To date, more than 600 publications have validated the advantages of its technology. The latest member of the Aixplorer® series, Aixplorer MACH® 30, introduces a new generation of UltraFast™ imaging, optimizing all innovative imaging modes: ShearWave PLUS, UltraFast Doppler, Angio PL.US, and TriVu. SuperSonic Imagine has installed over 2,300 ultrasound platforms worldwide and currently operates in more than 80 countries and regions, with its primary markets being China, the United States, and France. In 2018, the company generated €24.6 million in revenue.

(Compiled by: Tian Shuhang)