Hologic Unit To Commence Tender Offer To Acquire Cynosure Shares For $66.00/shr

(RTTNews) - Hologic, Inc. (HOLX) and Cynosure, Inc. (CYNO) announced a definitive agreement for Hologic to acquire all outstanding Cynosure shares for $66.00 per share in cash, which corresponds to an equity value of approximately $1.65 billion and an enterprise value of $1.44 billion net of cash. A subsidiary of Hologic will commence a tender offer to purchase any and all of the outstanding shares of Cynosure common stock. The tender offer is expected to be completed in late March or April of 2017. Following the completion of the transaction, Cynosure shares will be delisted from NASDAQ.

On a non-GAAP basis, Hologic forecasts the deal will be immediately accretive, adding approximately $0.03 to $0.05 to the company's non-GAAP EPS in the balance of fiscal 2017, adding approximately $0.13 to $0.15 in non-GAAP EPS in fiscal 2018, and becoming increasingly accretive in fiscal 2019 and beyond. The transaction is expected to be dilutive to GAAP earnings per share.

The company said the transaction, coupled with the recently completed blood screening divestiture, continues Hologic's transformation into a higher growth company. Hologic estimates that together, the transactions will enable the company to accelerate pro-forma revenue growth by roughly 150 basis points, and increase non-GAAP earnings per share at a solid double-digit rate, over the next several years.

Hologic expects the transaction to be fully funded with cash on hand, including proceeds from the recently completed blood screening divestiture. The company estimates the deal will provide a high-single-digit return on invested capital by year five, exceeding the company's cost of capital. Hologic expects to realize annualized cost synergies of approximately $25 million by the third year after the close.