June 22, 2007 – Hologic Inc., a provider of diagnostic imaging and digital imaging systems directed toward women’s health, recently announced it has entered into a definitive agreement to acquire BioLucent Inc. and its MammoPad breast cushion business.
The purchase price for the transaction will be $70 million (subject to reduction in certain circumstances), plus a two-year earn out. The closing consideration will consist of $5 million in cash and an additional $65 million payable, at the election of Hologic, in cash, shares of Hologic Common Stock or a combination thereof. The earn-out, if earned, will be payable in two annual cash installments not to exceed $15 million in the aggregate based upon BioLucent achieving certain revenue targets. This transaction is expected to close by the end of the third calendar quarter, after completion of a California fairness hearing, and will be subject to customary closing conditions, including BioLucent stockholder approval.
The MammoPad breast cushion is a radiolucent foam cushion that covers the cold, hard surfaces of all commercially available mammography equipment. BioLucent's patented MammoPad is designed to reduce the discomfort that inhibits many women from getting regular mammography screenings. MammoPad is offered as standard of care in nearly 20 percent of mammography facilities nationwide and has been used by more than 10 million women. The Company achieved revenues of approximately $17 million in calendar 2006, a 42 percent increase over its prior year.