Hologic to Acquire Endomagnetics Ltd, a Breast Surgical Guidance Company

Hologic, Inc. (NASDAQ:HOLX), a global leader in women's health, today announced that it signed a definitive agreement to acquire Endomagnetics Ltd (Endomag®), a privately held developer of breast cancer surgery technologies, for approximately $310 million, subject to working capital and other customary closing adjustments.

"Endomag's suite of solutions complements our existing breast surgery portfolio and will provide surgeons and radiologists with an expanded range of options to meet the individual needs of more patients undergoing critical breast cancer procedures," said Erik Anderson, President of Breast and Skeletal Health Solutions at Hologic. "With a global footprint and a similar commitment to women's health, we are excited about the potential of welcoming the Endomag team and our future opportunities together to increase access to these technologies and better serve patients across the breast health continuum of care."

Endomag, which is based in Cambridge, United Kingdom, develops and sells breast surgery localization and lymphatic tracing technologies. Its products include the Magseed® marker for magnetic tissue localization before surgery, the Magtrace® lymphatic tracing injectable for breast cancer staging and the Sentimag® platform, which supports both localization and lymphatic tracing.

"We are delighted to attract the strength and focus of Hologic to power the next phase of our growth," said Eric Mayes, CEO of Endomag. "Our team is encouraged by our cultural alignment and the potential to strengthen a broader portfolio of solutions to improve women's health globally."

Endomag generated approximately $35 million of revenue in calendar 2023. The acquisition is expected to be slightly dilutive to Hologic's non-GAAP earnings per share in fiscal 2024, break even in 2025 and accretive thereafter.

Completion of the acquisition is subject to customary closing conditions, including regulatory approvals.

About Hologic, Inc.

Hologic, Inc. is a global medical technology innovator focused on improving the health and well-being of women, their families and communities through early detection and treatment. Its advancements include invention of the world's first commercial 3D mammography system to find breast cancer earlier; leadership in testing for cervical cancer, sexually transmitted infections and respiratory illnesses; and minimally invasive surgical technologies for uterine fibroids and abnormal uterine bleeding. The company also champions women through the Hologic Global Women's Health Index, which provides a science-backed data framework for improving women's well-being.

For more information about the company, visit www.Hologic.com.

About Endomag®

Endomag® is a medical technology company devoted to improving the global standard of care for breast cancer. At the heart of Endomag's product platform is the Sentimag® localization system, a non-radioactive surgical guidance platform that offers both tissue localization and breast cancer staging in one platform. The Sentimag® uses a probe that works like a metal detector and is used to detect Endomag's magnetic seed (Magseed®) and liquid tracer (Magtrace®) for removing tumors and performing minimally invasive staging procedures.

Non-GAAP Financial Measures

This press release discusses non-GAAP EPS, which is a non-GAAP financial measure. The Company's definition of non-GAAP EPS may differ from similarly titled measures used by others. The Company defines its non-GAAP EPS presented in this press release to primarily exclude the amortization of intangible assets, acquisition- and integration-related charges, and income taxes related to such adjustment.

Non-GAAP EPS adjusts for specified items that may be non-cash, or can be highly variable or difficult to predict. In the context of forward-looking statements, the non-GAAP financial measures facilitate period-to-period comparisons by excluding the effects of events that have occurred in the past or may occur in the future and have accounting consequences that can mask underlying operational trends, such as acquisitions, restructurings, debt extinguishment and impairments.

This non-GAAP financial measure should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP. Because non-GAAP financial measures exclude the effect of items that will increase or decrease the Company's reported results of operations, management encourages investors to review the Company's consolidated financial statements and publicly filed reports in their entirety.

Future GAAP EPS may be affected by changes in ongoing assumptions and judgments, and may also be affected by non-recurring, unusual or unanticipated charges, expenses or gains, which are excluded in the calculation of the Company's non-GAAP EPS as described in this press release.

When Hologic provides its expectations for non-GAAP EPS on a forward-looking basis, a reconciliation of the differences between these non-GAAP expectations and the corresponding GAAP measures is not available without unreasonable effort because Hologic has not estimated the fair value of the assets and liabilities expected to be acquired in the transaction. Nor has the Company determined the fair value of acquired intangible assets and related annual amortization expense that would be required in order to provide the corresponding GAAP measure. The variability of the items that have not yet been determined may have a significant, and potentially unpredictable, impact on Hologic's future GAAP results.

Forward-Looking Statements

This news release may contain forward-looking information that involves risks and uncertainties, including statements about the use of Hologic and Endomag products and Hologic and Endomag plans, objectives, expectations and intentions (including financial or other information based upon or otherwise incorporating judgments or estimates relating to future performance, events or expectations; each company's strategies, positioning, resources, capabilities, and expectations for future performance; and each company's outlook and financial and other guidance). There can be no assurance these products will achieve the benefits described herein or that such benefits will be replicated in any particular manner with respect to an individual patient, as the actual effect of the use of the products can only be determined on a case-by-case basis. In addition, there can be no assurance that these products will be commercially successful or achieve any expected level of sales. These forward-looking statements are based upon assumptions made as of this date and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated.

Risks and uncertainties that could adversely affect either company's business and prospects, and otherwise cause actual results to differ materially from those anticipated, include without limitation: the possibility that the anticipated benefits from the proposed transaction or products cannot be fully realized or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of Endomag operations with those of Hologic will be greater than expected; the ability of Hologic and Endomag to retain and hire key personnel; the coverage and reimbursement decisions of third-party payers and the guidelines, recommendations, and studies published by various organizations relating to the use of products and treatments; the ability to successfully manage ongoing organizational and strategic changes, including Hologic's ability to attract, motivate and retain key employees; the development of new competitive technologies and products; regulatory approvals and clearances for products or the proposed transaction; the anticipated development of markets in which products are sold into and the success of products in these markets; the anticipated performance and benefits of products; estimated asset and liability values; anticipated trends relating to Hologic's financial condition or results of operations; and Hologic's capital resources and the adequacy thereof.

The risks included above are not exhaustive. Other factors that could adversely affect Hologic's business and prospects are described in Hologic's filings with the SEC. Hologic expressly disclaims 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.

Hologic and The Science of Sure are trademarks and/or registered trademarks of Hologic, Inc., and/or its subsidiaries in the United States and/or other countries.

Source: Hologic, Inc.

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