MARLBOROUGH, Mass.,
Nov. 9, 2016 /PRNewswire/ -- Hologic,
Inc. (Nasdaq: HOLX) announced today that holders of the 2.00%
Convertible Exchange Senior Notes due 2037 (CUSIP No. 436440 AB7)
issued November 23, 2010 have the
right to surrender their notes for repurchase by the Company.
This right is pursuant to the put option under the base indenture
governing the notes dated December 10,
2007, as supplemented by the second supplemental indenture
dated November 23, 2010
(collectively, the indenture).
The put option entitles each holder of the notes to require the
Company to repurchase in cash all or part (in principal amounts
equal to $1,000 or multiples thereof)
of the notes on December 15, 2016
(the put option repurchase date) at a price equal to 100% of the
original principal amount of the notes, plus accrued and unpaid
interest, if any, upon the terms and subject to the conditions set
forth in the indenture and the notes. Unless the Company defaults
on the payment, interest on notes surrendered for repurchase will
cease to accrue on and after December 15,
2016. As of November 9, 2016,
there was $8,436,000 aggregate
principal amount of the Notes outstanding.
The opportunity to exercise the put option commences on
November 16, 2016 at 9 a.m. Eastern Time (ET), and expires at
5 p.m. ET on December 14, 2016 (the expiration date), which is
the business day immediately preceding the put option repurchase
date. Holders may withdraw any notes previously surrendered for
repurchase at any time prior to 5 p.m.
ET on the expiration date. To exercise the put option, or
withdraw notes previously surrendered, a holder must follow the
procedures set forth in the put right notice that is being
delivered to all registered holders of the notes.
None of the Company, its board of directors or employees has
made, or is making, any representation or recommendation to any
holder of the notes as to whether to exercise the put option.
Notice of Redemption
In addition, the Company announced today that it has issued a
notice of redemption to the holders of the notes to redeem any
notes outstanding on December 19,
2016 (the redemption date) pursuant to its option under
Section 11.01 of the supplemental indenture and Article 11 of the
base indenture. As a result, notes that are not surrendered to the
Company for repurchase as described above, or that are not
surrendered for conversion prior to 5 p.m.
ET on December 16, 2016, will
be redeemed by the Company on the redemption date at a price equal
to 100% of the accreted principal amount of the notes plus accrued
and unpaid interest up to, but not including, the redemption
date. This redemption will be upon the terms and subject to
the conditions set forth in the indenture and the notes. Unless the
Company defaults on the payment of the redemption price, interest
on such notes will cease to accrue on and after the redemption
date, and the only remaining right of the holders of the notes will
be to receive payment of the redemption price.
Conversion Right and Net Share Settlement Election
Pursuant to the terms of the indenture, holders of the notes
have a right to convert them at any time prior to 5 p.m. ET on December 16,
2016, which is the business day immediately preceding the
redemption date, subject to the terms, conditions and adjustments
set forth in the indenture and the notes. The current conversion
rate for the notes is 43.4216 shares of the Company's common stock
per $1,000 principal amount
outstanding, which is equivalent to a conversion price of
approximately $23.03 per share.
The Company also announced today that it has irrevocably elected
to settle any conversion of the notes entirely in cash pursuant to
Section 12.02(a)(ii) of the supplemental indenture. This
irrevocable election applies only to the 2037 notes, and does not
apply to any other convertible notes of the Company.
Additional Information
At the Company's request, Wilmington Trust Company, the trustee,
paying agent and conversion agent for the notes, is delivering a
put right notice and notice of redemption to all registered holders
of the notes. In addition, the Company will file these notices with
a tender offer statement on Schedule TO with the Securities and
Exchange Commission today. Copies of these notices and additional
information relating to the procedure for the surrender, conversion
and/or redemption of the notes may be obtained from Wilmington
Trust Company as provided below.
For the notice of redemption
Wilmington Trust Company
Rodney Square North
1100 North Market Street - 5th Floor
Wilmington, DE 19890
Attention: Corporate Capital Markets - Workflow Mgmt
For the put right notice
Wilmington Trust Company
Rodney Square North
1100 North Market Street
Wilmington, DE 19890
Attention: Workflow Mgmt - 5th Floor
Telephone: (302) 646-6470
Facsimile: (302) 636-4139
About Hologic
Hologic, Inc. is a developer, manufacturer and supplier of
premium diagnostic products, medical imaging systems, and surgical
products. The Company's core business units focus on diagnostics,
breast health, GYN surgical, and skeletal health. With a unified
suite of technologies and a robust research and development
program, Hologic is dedicated to The Science of Sure. For more
information on Hologic, visit www.hologic.com.
Hologic and associated logos are trademarks and/or registered
trademarks of Hologic, Inc. and/or its subsidiaries in the
United States and/or other countries.
Contact
Michael Watts
Vice President, Investor Relations and
Corporate Communications
(858) 410-8588
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SOURCE Hologic, Inc.