Hologic Acquires Approximately 46% of Shares in SuperSonic Imagine, a French Innovator in Ultrasound Medical Imaging - Seite 2

By the end of August, Hologic will file a cash tender offer followed, as the case may be, by a mandatory squeeze-out, (i) for all SuperSonic Imagine’s outstanding shares (with the exception of shares already held by Hologic, treasury shares held by SuperSonic Imagine, and shares subject to a legal retention obligation) and (ii) all the shares that may be issued before the closing of the tender offer upon exercise of options (stock options and founders’ warrants), at a price of €1.50 per share, following the receipt of an opinion from SuperSonic Imagine’s Board of Directors on the fairness of the tender offer and its consequences for the company, its shareholders and employees, notably in consideration of the conclusions of the report of the independent expert (Accuracy) appointed on June 20, 2019 by SuperSonic Imagine’s Board of Directors.

The tender offer will not be subject to any condition precedent. It is nevertheless specified that, pursuant to the provisions of Article 231-9, I of the Autorité des marchés financiers General Regulation, the tender offer would be null and void if, on its closing date, Hologic did not hold a number of shares representing more than 50% of SuperSonic Imagine’s share capital or voting rights.

Finally, the completion of the tender offer is subject to the compliance decision of the Autorité des marchés financiers on the contemplated tender offer.

SuperSonic Imagine and Hologic also entered into a tender offer agreement setting forth the terms pursuant to which Hologic will proceed with the tender offer, the company's corporate governance commitments, commitments to conduct the company's business in the normal course of business, and certain representations and warranties.

As previously announced by Hologic on June 20, 2019, Hologic has agreed to acquire SuperSonic Imagine’s outstanding shares at a price of €1.50 per share. This price corresponds to approximately $39 million for all outstanding shares, or approximately $42 million assuming all outstanding options with an exercise price lower than €1.50 are exercised (based on the exchange rate of $1.13 for €1). For information purposes, it is specified that Hologic will also make available funds to repay SuperSonic Imagine’s net debt in an amount not to exceed $43 million, equating to a maximum enterprise value of $85 million (based on the exchange rate of $1.13 for €1).