MARLBOROUGH, Mass.,
Jan. 29, 2018 /PRNewswire/
-- Hologic, Inc. (Nasdaq: HOLX) announced today that holders
of the 2.00% Convertible Senior Notes due 2042 (CUSIP No. 436440
AC5) issued March 5, 2012 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 third supplemental indenture
dated March 5, 2012 (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 March 1, 2018 (the
put option repurchase date) at a price equal to 100% of the
accreted 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 the notes surrendered for repurchase
will cease to accrue on and after March 1,
2018. As of the date of this notice, $206,017,000 aggregate original principal amount
of notes is outstanding.
The opportunity to exercise the put option commences on
January 31, 2018 at 9 a.m. Eastern Time (ET), and expires at
5 p.m. ET on February 28, 2018 (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 March 6, 2018
(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
March 5, 2018, 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, if any, including contingent interest 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, and
principal on such notes will cease to accrete, 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 March 5,
2018, 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 32.07698 shares of the Company's common stock
per $1,000 original principal amount
outstanding, which is equivalent to a conversion price of
approximately $31.81 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 2042 notes.
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 19890-1626
Attn: Workflow Mgmt – 5th Floor
Telephone: (302) 646-6470
Facsimile: (302) 636-4139
About Hologic
Hologic, Inc. is an innovative medical technology company
primarily focused on improving women's health and well-being
through early detection and treatment. For more information on
Hologic, visit www.hologic.com.
Hologic, The Science of Sure, 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.