Grifols Diagnostic Solutions, Inc. completed the acquisition of the Nucleic Acid Testing Donor Screening business from Hologic, Inc..
January 30, 2017 at 11:00 pm
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Grifols Diagnostic Solutions, Inc. (‘Grifols’) signed a definitive agreement to acquire the Nucleic Acid Testing Donor Screening business from Hologic, Inc. (NasdaqGS:HOLX) for $1.9 billion in cash on December 14, 2016. Under the terms of the agreement, Grifols will acquire Hologic’s share of the blood screening business in which Grifols owns all the customer facing activities. Grifols will finance the acquisition with a $1.7 billion term loan and existing cash on the balance sheet. The term loan has been agreed and fully underwritten by Nomura. In addition, Hologic will transfer the professionals in this area of activity to Grifols’ workforce, which will increase by 175 employees. The parties may terminate the agreement by either party if the transaction is not consummated on or before June 30, 2017.
The transaction is subject to customary closing and regulatory approvals and the acquisition has been unanimously approved by the Boards of Directors of both companies. The deal is subject to governmental authority, the expiration or termination of any waiting period applicable to the transactions contemplated by the agreement under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. Deal is also subject to execution of ancillary agreements including a collaboration agreement, a supply agreement, a transition services agreement and an intellectual property license. The consummation of the transaction contemplated by the agreement is not subject to a financing condition. The transaction is expected to close during the first quarter of 2017. The transaction is expected to increase significantly the profitability of Grifols Diagnostic Division boosting the EBITDA margin to 40%.
Peter G. Samuels and Daniel I. Ganitsky of Proskauer Rose LLP and Tomás Dagá of Osborne Clarke acted as the legal advisors and Nomura Securities International, Inc. acted as the financial advisor to Grifols. Morgan Stanley & Co. LLC acted as the financial advisor and Barbara Becker of Gibson, Dunn & Crutcher LLP acted as the legal advisor to Hologic.
Grifols Diagnostic Solutions, Inc. completed the acquisition of the Nucleic Acid Testing Donor Screening business from Hologic, Inc. (NasdaqGS:HOLX) on January 31, 2017.
Hologic, Inc. is the world leader in the design, manufacturing and marketing of diagnostic products, medical imaging systems and surgical products dedicated to women's health. Net sales break down by area of application as follows:
- molecular diagnostics (46.7%): rapid diagnostic tests for human diseases detection (sexually transmitted infections, respiratory diseases, viral diseases, infectious diseases, cancers of the cervix and prostate, etc.) and fetal fibronectin;
- breast health (35.5%): digital mammography and breast biopsy solutions and systems;
- gynecological surgery (15%): endometrial ablation devices, minimally invasive intervention systems for the hysteroscopic elimination of targeted intrauterine diseases (including fibroids and polyps). The group also offers fluid management systems for use in hysteroscopic procedures;
- bone health (2.8%): bone imaging systems, bone sonometers and osteodensitometers for bone structure and density, and osteoporotic fractures risk assessment.
Net sales break down by source of revenue between sales of products (81.4%) and services (18.6%).
Net sales are distributed geographically as follows: the United States (75.9%), Europe (12.9%), Asia/Pacific (6.3%) and other (4.9%).
HOLOGIC, INC. 
