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Hologic (HOLX) investor relations material
Hologic Proxy Filing summary
Complete event summary combining all related documents: earnings call transcript, report, and slide presentation.Proxy Filing summary23 Dec, 2025
Executive summary
A special meeting is scheduled for February 5, 2026, to vote on a proposed merger where shareholders will receive $76.00 per share in cash and one contingent value right (CVR) worth up to $3.00, subject to certain milestones.
The merger is with Hopper Parent Inc. and Hopper Merger Sub Inc., affiliates of Blackstone and TPG, and will result in the company becoming a wholly owned subsidiary and delisting from Nasdaq.
The board unanimously recommends approval, citing fairness and the best interests of shareholders, supported by a fairness opinion from Goldman Sachs.
If the merger is not consummated, the company remains public, but may owe a $540 million termination fee to Parent, or receive a $900 million fee if Parent fails to close under certain conditions.
Voting matters and shareholder proposals
Shareholders will vote on: (1) the merger agreement, (2) an advisory (non-binding) vote on executive compensation related to the merger, and (3) a proposal to adjourn the meeting if more votes are needed.
Approval of the merger requires a majority of outstanding shares; abstentions and non-votes count as "against."
The board recommends voting "FOR" all proposals.
Board of directors and corporate governance
The board conducted a thorough review of strategic alternatives, engaged with multiple parties, and negotiated the highest and best price with Blackstone and TPG.
The board considered the certainty of cash value, the additional CVR opportunity, and the lack of superior proposals during a go-shop period.
The merger agreement includes a go-shop period, fiduciary out, and change of recommendation provisions.
Brevera stop ship: CVR milestone impact?
Parent's maximum liability if financing fails?
Why no superior offers during go-shop period?
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Q1 20264 Feb, 2026
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Frequently asked questions
Hologic, Inc. develops, manufactures, and supplies diagnostics products, medical imaging systems, and surgical products for women's health through early detection and treatment in the United States, Europe, the Asia-Pacific, and internationally. The company offers technologies for mammography, 3D breast tomosynthesis (MammoSite(TM)), and FDA-cleared digital breast tomosynthesis (3D mammography); gynecologic imaging systems; and instruments for gynecology procedures; as well as software for diagnostic oncology centers and breast imaging. It also provides surgical services to support pre-, intra-, and postoperative care by surgeons or oncologists; preoperative planning tools for tumor management; and pathology review tools. In addition, the company offers facial aesthetics products comprising of injection devices designed to enhance aesthetics in patients undergoing anti-aging or cosmetic treatments such as neuromodulators that are used to smooth wrinkles and fine lines around the eyes.
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