Hologic to Acquire Bolder Surgical for $160 Million, Expanding its Surgical Franchise

-- Transaction Further Diversifies Hologic’s Product Offering and Broadens Access to Bolder Devices --

Hologic, Inc. (Nasdaq: HOLX), a global leader in women's health, announced today that it has signed a definitive agreement to acquire Bolder Surgical, a privately held, U.S.-based company that provides advanced energy vessel sealing surgical devices, for approximately $160 million, subject to working capital and other customary closing adjustments.

“This acquisition will broaden our growing Surgical portfolio by adding Bolder’s differentiated advanced vessel sealing and dissection tools that are used in laparoscopic procedures,” said Essex Mitchell, Hologic’s Division President, Surgical. “We can accelerate growth and improve patient outcomes by leveraging our significant commercial resources and strong relationships with OB/GYNs.”

The transaction adds laparoscopic vessel sealing, dividing and dissecting devices to the Hologic portfolio and also will enable Hologic to expand the use of Bolder’s devices to OB/GYN specialists. Hologic estimates that there are five times more laparoscopic procedures in OB/GYN applications than in pediatrics, where Bolder focuses today. Bolder’s CoolSeal^® devices feature slender, dual action jaws, allowing for dissection, vessel sealing and dividing all in one device. The ability to use a combination device improves surgical efficiency by reducing the need for instrument exchanges. In addition, Bolder’s JustRight^® 3 mm vessel sealer and the JustRight 5 mm stapler are designed for small surgical spaces such as in pediatric cases, which can help reduce the need for larger, overpowered instruments.

“Becoming part of Hologic and its highly respected and well-known Surgical business is an exciting and pivotal junction for Bolder,” said Robert Kline, Bolder Surgical’s President and Chief Executive Officer. “Together, we will accelerate realizing Bolder’s vision to increase the efficiency of both surgeons and hospitals. Joining Hologic, with its similar mission, culture, and world-class portfolio of products, is an ideal fit for Bolder.”

The complementary acquisition of Bolder Surgical will add to Hologic’s surgical product line, which includes the NovaSure^® endometrial ablation system for the treatment of abnormal uterine bleeding, the MyoSure^® tissue removal devices for the treatment of intrauterine fibroids and polyps, the Acessa^® laparoscopic radiofrequency ablation system for the treatment of fibroids, and the Fluent^® fluid management system for streamlining hysteroscopic procedures.

“This acquisition is another good example of our capital deployment strategy, as we use our strong cash flow to add products that leverage our existing channel strength and accelerate our growth,” said Steve MacMillan, Hologic’s Chairman, President and Chief Executive Officer.

Bolder Surgical is expected to generate approximately $10 million of product revenue this calendar year. The acquisition is expected to be slightly dilutive to Hologic’s non-GAAP earnings per share in fiscal 2022, roughly break-even in fiscal 2023, and accretive thereafter.

The acquisition is expected to close by the end of calendar 2021, subject to antitrust clearance and other customary closing conditions.

About Hologic, Inc.

Hologic, Inc. is an innovative medical technology company primarily focused on improving women's health and well-being through early detection and treatment. For more information on Hologic, visit www.hologic.com.

Hologic, The Science of Sure, Acessa, Fluent, MyoSure and NovaSure are trademarks and/or registered trademarks of Hologic, Inc. and/or its subsidiaries in the United States and/or other countries.

About Bolder Surgical, Inc.

Bolder Surgical is a commercial-stage developer and manufacturer of advanced energy vessel sealing and dissection tools, offering devices to surgical gynecologists in both laparoscopic and open procedures. The company is based in Louisville, CO and offers its products in all 50 states and internationally. For more information, visit www.boldersurgical.com.

Bolder Surgical, CoolSeal, and JustRight are trademarks and/or registered trademarks of Bolder Surgical and/or its subsidiaries in the United States and/or other countries.

Non-GAAP Financial Measures

This press release discusses non-GAAP diluted EPS, which is a non-GAAP financial measure. Hologic’s definition of non-GAAP diluted EPS may differ from similarly titled measures used by others. Hologic defines its non-GAAP EPS presented in this press release to primarily exclude the amortization of intangible assets, acquisition- and integration-related charges, and income taxes related to such adjustments.

Non-GAAP diluted EPS adjusts for specified items that may be non-cash, or can be highly variable or difficult to predict. In the context of forward-looking statements, the non-GAAP financial measures facilitate period-to-period comparisons by excluding the effects of events that have occurred in the past or may occur in the future and have accounting consequences that can mask underlying operational trends, such as acquisitions, restructurings, debt extinguishment and impairments.

This non-GAAP financial measure should be considered supplemental to, and not a substitute for, financial information prepared in accordance with GAAP. Because non-GAAP financial measures exclude the effect of items that will increase or decrease Hologic’s reported results of operations, management encourages investors to review Hologic’s consolidated financial statements and publicly filed reports in their entirety.

Future GAAP EPS may be affected by changes in ongoing assumptions and judgments, and may also be affected by non-recurring, unusual or unanticipated charges, expenses or gains, which are excluded from the calculation of Hologic’s non-GAAP EPS as described in this press release.

When Hologic provides its expectations for non-GAAP EPS on a forward-looking basis, a reconciliation of the differences between these non-GAAP expectations and the corresponding GAAP measures are not available without unreasonable effort because Hologic has not estimated the fair value of the assets and liabilities expected to be acquired in the transaction. Nor has Hologic determined the fair value of acquired intangible assets and related annual amortization expense that would be required to provide the corresponding GAAP measure. The variability of the items that have not yet been determined may have a significant, and potentially unpredictable, impact on Hologic’s future GAAP results.

Forward-Looking Statements

This news release contains forward-looking information that involves risks and uncertainties, including statements about Hologic’s and Bolder’s plans, objectives, expectations and intentions. Such statements include, without limitation: financial or other information based upon or otherwise incorporating judgments or estimates relating to future performance, events or expectations; each company's strategies, positioning, resources, capabilities, and expectations for future performance; and each company's outlook and financial and other guidance. These forward-looking statements are based upon assumptions made as of this date and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated.

Risks and uncertainties that could adversely affect either company's business and prospects, and otherwise cause actual results to differ materially from those anticipated, include without limitation: the possibility that the anticipated benefits from the proposed transaction cannot be fully realized or may take longer to realize than expected; the possibility that costs or difficulties related to the integration of Bolder Surgical’s operations with those of Hologic will be greater than expected; the ability of Hologic and Bolder Surgical to retain and hire key personnel; the coverage and reimbursement decisions of third-party payers and the guidelines, recommendations, and studies published by various organizations relating to the use of products and treatments; the ability to successfully manage ongoing organizational and strategic changes, including Hologic's ability to attract, motivate and retain key employees; the development of new competitive technologies and products; regulatory approvals and clearances for products; the anticipated development of markets in which products are sold into and the success of products in these markets; the anticipated performance and benefits of products; estimated asset and liability values; anticipated trends relating to Hologic's financial condition or results of operations; and Hologic's capital resources and the adequacy thereof.

The risks included above are not exhaustive. Other factors that could adversely affect Hologic’s business and prospects are described in Hologic’s filings with the SEC. Hologic expressly disclaims 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.

Source: Hologic, Inc.

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Hologic to Acquire Bolder Surgical for $160 Million, Expanding its Surgical Franchise