Item 1.01. Entry into a Material Definitive Agreement
On December 14, 2016, Hologic, Inc. (the “Company”) announced that it had entered into an Asset Purchase Agreement (the
“Purchase Agreement”) with Grifols Diagnostic Solutions Inc., a Delaware corporation (“Buyer”), and Grifols, S.A., a company (
sociedad anónima
) organized under the laws of Spain (“Grifols”), pursuant to
which (i) the parties will terminate their Existing Collaboration Agreement (as defined below), (ii) the Company will sell to Buyer substantially all of the assets used in connection with the business of the development and manufacture of
products in connection with nucleic acid probe-based testing in human blood, plasma, other blood products, human cells, organs or tissue intended for or associated with transfusion or transplantation (the “Business”) and (iii) Buyer
will assume substantially all of the liabilities of the Business, for an aggregate purchase price equal to $1.85 billion in cash, subject to certain adjustments for inventory as set forth in the Purchase Agreement.
The Company and Grifols are currently jointly engaged in the development, manufacture, commercialization, marketing and sale of certain blood
screening products, pursuant to that certain Restated Agreement, dated as of July 24, 2009, by and between
Gen-Probe
Incorporated and Grifols Diagnostic Solutions Inc. (as assignee of Novartis Vaccines
and Diagnostics, Inc.) (as amended, the “Existing Collaboration Agreement”).
The Purchase Agreement contains customary
representations, warranties and covenants of the Company (regarding the Business) and Buyer. The consummation of the transactions contemplated by the Purchase Agreement is subject to certain conditions, including without limitation: (i) the
absence of any law or injunction enacted, issued, promulgated, enforced or entered by any governmental authority prohibiting the consummation of the transactions contemplated by the Purchase Agreement; (ii) the expiration or termination of any
waiting period applicable to the transactions contemplated by the Purchase Agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the accuracy of the parties’ representations and warranties;
(iv) the absence of a Material Adverse Effect (as defined in the Purchase Agreement); (v) the compliance by the parties with their respective covenants, obligations and agreements under the Purchase Agreement; and (vi) the delivery
and effectiveness of certain ancillary documents and agreements, including a Collaboration Agreement, a Supply Agreement, a Transition Services Agreement and an Intellectual Property License. The consummation of the transactions contemplated by the
Purchase Agreement is not subject to a financing condition.
The Purchase Agreement provides that the Company and/or Buyer may terminate
the Purchase Agreement under certain circumstances, including (i) by mutual written consent of the parties; (ii) by either party for certain breaches of the Purchase Agreement that are not cured; (iii) by either party if the
transaction is not consummated on or before June 30, 2017; or (iv) by either party if any governmental authority has issued an order, decree or ruling or taken any other action restraining, enjoining or otherwise prohibiting the
transactions contemplated by the Purchase Agreement.
The foregoing description of the Purchase Agreement does not purport to be complete
and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 2.1 hereto and is incorporated by reference herein.
The Purchase Agreement has been included to provide investors and security holders with
information regarding its terms. It is not intended to provide any other factual information about Business, the Company, Buyer or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the
Purchase Agreement (i) were made by the parties thereto only for purposes of that agreement and as of specific dates; (ii) were made solely for the benefit of the parties to the Purchase Agreement; (iii) may be subject to limitations
agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Purchase Agreement (such disclosures include information that has been included in
public disclosures, as well as additional
non-public
information); (iv) may have been made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing
these matters as facts; and (v) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any
descriptions thereof as characterizations of the actual state of facts or condition of the Company, Buyer or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of
the Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent
information may or may not be fully reflected in the Company’s public disclosures. The Purchase Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be
contained in, or incorporated by reference into, the
Forms 10-K,
Forms 10-Q
and other documents that are filed with the Securities and Exchange Commission.