Attached files
| file | filename |
|---|---|
| 8-K - FORM 8-K - HOLOGIC INC | d343258d8k.htm |
| EX-2.1 - AGREEMENT AND PLAN OF MERGER DATED APRIL 29, 2012 - HOLOGIC INC | d343258dex21.htm |
| EX-10.1 - COMMITMENT LETTER DATED APRIL 29, 2012 - HOLOGIC INC | d343258dex101.htm |
 Creating a Leading Diagnostics Franchise Focused
on Women’s Health
April 30, 2012
Exhibit 99.1 |
 Forward-Looking Statements
This presentation contains forward-looking information that involves risks and
uncertainties, including statements about Hologic’s and
Gen-Probe’s plans, objectives, expectations and intentions. Such statements include, without limitation,
statements about the timing of the completion of the transaction, the anticipated
benefits thereof, including anticipated future financial and operating
results of the combined company, the expected permanent financing for the transaction,
other of Hologic’s and Gen-Probe’s plans, objectives, expectations
and intentions, and other statements that are not historical
facts.
Forward-looking
statements
may
contain
words
such
as
“expect,”
“believe,”
“may,”
“can,”
“should,”
“will,”
“forecast,”
“anticipate,”
or similar expressions (including their use in the negative), and include
assumptions that underlie such statements. These
forward-looking statements are subject to known and unknown risks and
uncertainties that could cause actual results to differ materially from those
expressed or implied by such statements, including but not limited to: the
ability of the parties to consummate the proposed merger in a timely manner or at all;
satisfaction of the conditions precedent to consummation of the proposed merger,
including the ability to secure regulatory approvals in a timely manner or
at all, and approval by Gen-Probe’s stockholders; the possibility of litigation
(including related to the merger itself); successful completion of anticipated
financing arrangements; Hologic’s ability to successfully and timely
integrate Gen-Probe’s operations, product lines, technologies and employees, and realize
synergies
from
the
proposed
transaction;
unknown,
underestimated
or
undisclosed
commitments
or
liabilities;
effects
of
purchase
accounting
that
may
be
different
from
expectations;
the
level
of
demand
for
the
combined
company’s
products; the ability of the combined company to develop, deliver and support a
broad range of products, develop new products,
expand
its
markets
and/or
develop
new
markets;
and
the
ability
of
the
combined
company
to
attract,
motivate
and retain key employees. Moreover, the combined business may be adversely
affected by future legislative, regulatory, or tax changes as well as other
economic, business and/or competitive factors. The risks included above are
not exhaustive. Other factors that could adversely affect the combined
company’s business and prospects are described in the combined
company’s filings with the Securities and Exchange Commission. The companies expressly
disclaim any obligation or undertaking to release publicly any updates or revisions
to any such statements presented herein to reflect any change in
expectations or any change in events, conditions or circumstances on which any such
statements are based.
2 |
 Use
of Non-GAAP Financial Measures Hologic, Inc. (the “Company”)
has presented the following non-GAAP financial measures in this presentation : adjusted net income
and adjusted EBITDA of each of Hologic and Gen-Probe, and pro forma adjusted
net income, adjusted EPS and adjusted EBITDA of the combined company.
The Company defines its non-GAAP adjusted net income and adjusted EPS to exclude the non-cash
amortization of intangible assets, other acquisition-related charges, such
changes for contingent consideration, transaction costs and charges
associated with the write-up of acquired inventory to fair value, non-cash interest expense related to amortization of
the debt discount for convertible debt securities, divestiture and restructuring
charges, non-cash loss on exchange of convertible notes, and
one-time, nonrecurring, unusual or unanticipated charges, expenses or gains. The Company’s non-GAAP adjusted
EBITDA
excludes
from
its
GAAP
net
income:
(i)
the
items
excluded
in
its
calculation
of
non-GAAP
adjusted
net
income;
(ii)
interest
expense, net, not otherwise excluded in calculating its non-GAAP adjusted net
income; (iii) provision for income taxes; and (iv) depreciation
expense. The reconciliations of these historical non-GAAP measures to
each of Hologic’s and Gen-Probe’s GAAP financial measures for
the periods presented, are set forth on slide 22. Future GAAP EPS may be affected
by changes in ongoing assumptions and judgments relating to the combined
company’s businesses, and may also be affected by nonrecurring, unusual or unanticipated
charges, expenses or gains, all of which are excluded in the calculation of
non-GAAP adjusted net income, adjusted EPS and adjusted EBITDA as
described in this presentation. It is therefore not practicable to reconcile this non-GAAP guidance to the most
comparable GAAP measure.
The
Company
believes
the
use
of
these
non-GAAP
metrics
are
useful
to
investors
in
comparing
the
results
of
operations
for
comparable periods by eliminating certain of the more significant effects of its
acquisitions and related activities, non-cash charges resulting from
changes in GAAP, and litigation settlement, divestiture and restructuring. These measures also reflect how the
Company manages the business internally. In addition to the adjustments included in
the calculation of the Company’s non-GAAP adjusted EBITDA
eliminates the effects of financing, income taxes and the accounting effects of capital spending. As with the
items eliminated in its calculation of non-GAAP adjusted net income, these
items may vary for different companies for reasons unrelated to the overall
operating performance of a company’s business. When analyzing the Hologic’s, Gen-Probe’s and the pro
forma combined company’s operating performance, investors should not consider
these non-GAAP financial measures as a substitute for net income
prepared in accordance with GAAP. .
3 |
 Agenda
4
Transaction Summary
Strategic Rationale
Financial Highlights
Roadmap to Completion |
 Combination of Leading
Diagnostics Franchises
5
Combines Best-in-Class Technologies
Strengthens Molecular Diagnostics Franchise
Comprehensive Cervical Cancer Screening Solution
Complementary Sales Force and Product Offering
Opportunity to Accelerate International Expansion
Strong Growth and Margin Profile
Immediate Accretion Expected with Continued Strong Earnings Momentum
|
 Transaction Summary
6
Hologic will acquire all of the outstanding shares of
Gen-Probe for $82.75 per share for total enterprise value
of $3.7 billion
100% cash transaction funded through available cash and
additional financing of term loans and high yield securities
Requires approvals by Gen-Probe shareholders,
regulatory authorities and other customary closing
conditions
Transaction targeted to close second half of calendar 2012
Structure
Considerations
Approvals
Closing |
 Agenda
7
Transaction Summary
Strategic Rationale
Financial Highlights
Roadmap to Completion |
 Hologic’s Best-in-Class Technologies
Gen-Probe’s Products Are Highly Complementary
8
Complementary
technologies &
markets…
…with a focus on
R&D to drive
future growth
Breast Health
Surgical
Diagnostics |
 Class
Leading Cervical Cancer Screening Solutions Flexible Depending on Market
Need Type of Lab
9
Combined Cervical
Cancer Screening
Offerings:
APTIMA
Cervista
Genotyping
TPPT & Imaging |
 Combined Menu & Sales Force Infrastructures
Combined Company
Menu
•
HPV
-
APTIMA
-
Cervista
-
Genotyping
•
CT / NG
•
Trichomonas
•
TPPT & Imaging
•
fFn
10
Combined Sales
Call Point
•
Molecular Lab
•
Cytology Lab
•
Physician
•
Drive Test Utilization
•
Drive Compliance
•
Communicate Guidelines
•
Portfolio Sales |
 International Expansion:
Combining Hologic’s Worldwide Direct Sales Force & Distribution
Partners with Gen-Probe’s Assays & Platforms
•
Use
Hologic’s
International
Direct
Sales
Force
to
Accelerate
Global
Adoption
of
Gen-Probe’s
Automation & Assays
•
Further Round Out Hologic’s International Portfolio
Direct Sales
Distribution Partner
11 |
 Agenda
12
Transaction Summary
Strategic Rationale
Financial Highlights
Roadmap to Completion |
 Financial Highlights
13
Strong Financial Profile and Immediate EPS Accretion
Accelerates Top and Bottom-Line Growth
Diversified Revenue Mix in Women’s Health
Significant Synergies
Disciplined Balance Sheet Approach
Poised to Create Significant Long-Term Shareholder Value
Poised to Create Significant Long-Term Shareholder Value
|
 Strong Financial Profile and
Immediate EPS Accretion
14
Estimated to be $0.20 Accretive to Adjusted EPS
For First Full Year After Close
LTM as of
31-Mar-2012
Revenue
($mm)
$1,862
$587
Adjusted EBITDA
($mm)
$634
$188
% Margins
34%
32%
Pro Forma
$2,449
$822
34% |
 Accelerates Top and Bottom-Line Growth
15
Combination Poised for Sustained Growth
Combination Poised for Sustained Growth
Strength of Current Growth Portfolio (Tomo, Myosure, CT/NG, HPV,
Trich)
International Infrastructure Provides Expansion Opportunity
Incremental Upside from Cross-Selling Opportunities
Continued R&D Investment to Drive Innovation
Gen-Probe’s Consistent Track Record of Growth
Gen-Probe’s Consistent Track Record of Growth
Revenue
Adjusted EBITDA
($ in millions)
$ 403
$ 576
2007
2011
$ 133
$ 191
2007
2011 |
 Diversified Revenue Mix In Women’s Health
16
17%
Surgical
5%
Skeletal
46%
Breast Health
32%
Diagnostics
61%
Diagnostics
35%
Blood
Screening
4%
Other
50%
Diagnostics
($1.2bn)
38%
Women’s
Imaging
($0.9bn)
12%
Surgical
($0.3bn)
86% Women’s Health Focus |
 Significant Synergies
17
$75 million of projected annual cost savings within 3 years
Cross-selling provides potential for meaningful revenue synergies
—
Alignment
of
assets
to
maximize
efficiencies
—
Overhead
consolidation
$40 Million in Cost Synergies Anticipated in Year One
$40 Million in Cost Synergies Anticipated in Year One
|
 Disciplined Balance Sheet Approach
18
Pro forma LTM net leverage of 5.3x*
expected to be below 5.0x by fiscal year-
end
Robust cash flow expected to provide ability to return to pre-transaction
leverage level within 3 years
Operating Cash Flow (LTM, March 31, 2012)
Pro Forma
* Including synergies
$ 452m
$ 173m
$ 625m |
 Agenda
19
Transaction Summary
Strategic Rationale
Financial Highlights
Roadmap to Completion |
 Roadmap to Completion
20
Integration teams to report to CEOs
Intention to retain Gen-Probe senior management team and San Diego
presence
Well-recognized Gen-Probe brand will be maintained
Regulatory authorities approvals
Gen-Probe shareholder vote
Expected close second half of calendar 2012
Management Team Focused on Seamless Integration
Management Team Focused on Seamless Integration |
 Combination of Leading
Diagnostics Franchises
21
Combines Best-in-Class Technologies
Strengthens Molecular Diagnostics Franchise
Comprehensive Cervical Cancer Screening Solution
Complementary Sales Force and Product Offering
Opportunity to Accelerate International Expansion
Strong Growth and Margin Profile
Immediate Accretion Expected with Continued Strong Earnings Momentum
|
 Reconciliation of GAAP Net Income to Non-GAAP
Adjusted Net Income and Pro Forma EBITDA
22
Hologic
Gen-Probe
Twelve Months ended
March 24, 2012
Twelve Months ended
March 31, 2012
Pro Forma Combined
NET INCOME
GAAP net income
44,304
$
49,307
$
93,611
$
Adjustments:
Amortization of intangible assets
242,124
11,015
253,139
Non-cash interest expense relating to convertible notes
73,598
-
73,598
Non-cash loss on convertible notes exchange
42,347
-
42,347
Contingent consideration
91,978
-
91,978
Gain on sale of intellectual property, net
(12,424)
-
(12,424)
Adiana closure charges
18,284
-
18,284
Litigation settlement charges
760
-
760
Restructuring and divestiture (excludes Adiana items)
282
2,646
2,928
Acquisition-related costs and other charges
2,924
2,546
5,470
Other-than-temporary impairment of investment
-
39,842
39,842
Goodwill and asset impairment charges
-
12,746
12,746
Income tax effect of reconciling items
(152,226)
(6,410)
(158,636)
Non-GAAP adjusted net income
351,951
$
111,692
$
463,643
$
EBITDA
Non-GAAP adjusted net income
351,951
$
111,692
$
463,643
$
Interest expense, net, not
adjusted above 39,374
(8,103)
31,271
Provision for income taxes
175,248
48,989
224,237
Depreciation
67,571
35,657
103,228
Adjusted EBITDA
634,144
$
188,235
$
822,379
$
|