NEW YORK: Hologic, Inc. (Nasdaq: HOLX), global leader in women health, announced today that it has signed a definitive agreement to be acquired by funds managed by Blackstone and TPG in a transaction valued at up to $79 per share, representing an enterprise value of up to $18.3 billion.
Under the terms of the agreement, Blackstone and TPG will acquire all outstanding shares of Hologic for $76 per share in cash, plus a non-tradable contingent value right (CVR) to receive up to $3 per share in two payments of up to $1.50 each, totaling up to $79 per share in cash. The CVR would be issued to Hologic shareholders at closing and paid, in whole or in part, upon achieving certain global revenue targets for Hologic’s Breast Health unit in fiscal years 2026 and 2027.
The total purchase price represents a premium of approximately 46% over Hologic’s closing share price on May 23, 2025, the last full trading day before media reports of a potential transaction involving Hologic. The deal includes significant minority investments from a wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA) and an affiliate of GIC.
“This marks a new and promising chapter for Hologic, joining forces with the exceptional teams at Blackstone and TPG,” said Stephen P. MacMillan, Chairman, President, and CEO of Hologic. “With their resources, expertise, and commitment to women’s health, Blackstone and TPG will help accelerate our growth and enhance our ability to deliver essential medical technologies to customers and patients worldwide. This transaction delivers immediate and compelling value to Hologic shareholders and reflects the dedication of our employees, whose hard work made this milestone possible.”
Ram Jagannath, Senior Managing Director at Blackstone, said: “Hologic is an outstanding global leader in advancing women’s health, with a long-standing reputation for innovative, high-quality medical devices and diagnostic products. We’ve followed the company closely for many years and admire the positive impact its transformative technologies have had on millions of patients worldwide. We’re excited to partner with its talented and capable workforce, alongside TPG, to further invest in innovation and continued growth.”
“Hologic’s medical products and technologies, driven by innovation, are advancing detection and treatment to improve women’s health outcomes globally,” said John Schilling, M.D., Managing Partner at TPG Capital. “Investing in healthcare innovation has been a core focus of TPG for decades, and Hologic represents an attractive opportunity to leverage our deep thematic expertise to support the development of next-generation solutions that will continue to drive strong clinical outcomes and enhance patient care. We’re proud to partner with the Hologic team and Blackstone in this exciting new chapter.”
Approvals, Timeline, and Transaction Details
The transaction is expected to close in the first half of 2026, subject to approval by Hologic shareholders, regulatory approvals, and customary closing conditions. Hologic’s Board of Directors has unanimously approved the merger agreement and recommends that shareholders vote to approve the transaction and adopt the merger agreement.
Blackstone and TPG have secured committed financing for the transaction. They provided Hologic with a debt financing commitment letter from Citi, Bank of America, Barclays, Royal Bank of Canada, and SMBC, along with equity commitment letters from funds advised by Blackstone and TPG. Together with the company’s balance sheet, these commitments are sufficient to fund the purchase price and pay related fees and expenses at closing. Blackstone’s private equity strategy for individual investors is also expected to invest as part of the transaction. TPG has been investing in Hologic through TPG Capital, its U.S. and European private equity platform.
Upon completion, Hologic’s common stock will be delisted from the Nasdaq stock exchange. The company will maintain its headquarters in Marlborough, Massachusetts, and continue operating under the Hologic name and brand.
The merger agreement includes a 45-day “go-shop” period during which Hologic and its advisors may solicit, consider, and negotiate alternative acquisition proposals from third parties. The Board of Directors has the right to terminate the merger agreement to enter into a superior proposal, subject to the terms and conditions of the agreement. There is no guarantee that this process will result in a superior proposal. Hologic does not intend to provide updates on this process unless and until it determines that such disclosure is appropriate or required.
Hologic’s Q4 Financial Results
As announced on October 2, Hologic plans to release its financial results for the fourth quarter of fiscal year 2025 via press release on November 3. In light of today’s announced transaction, Hologic does not plan to provide financial guidance for fiscal year 2026 in the upcoming press release. Additionally, the company does not plan to hold any earnings conference calls while the transaction is pending. Hologic expects to file its Form 10-K for fiscal year 2025 with the SEC at the end of November.
Advisors
Goldman Sachs & Co. LLC is serving as exclusive financial advisor to Hologic, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel. Citi is serving as exclusive financial advisor, Kirkland & Ellis LLP as legal counsel, and Ropes & Gray as healthcare regulatory counsel to the consortium led by Blackstone and TPG.