HOLOGIC INC 8-K

What Happened

• Hologic entered into an Agreement and Plan of Merger with Hopper Parent Inc. and Hopper Merger Sub—affiliates of Blackstone Inc. and TPG Capital—under which Hologic will become a wholly owned subsidiary of Parent. Hologic filed a preliminary proxy (Dec 12, 2025) and a definitive proxy (Dec 23, 2025) and mailed the definitive proxy to shareholders on or about Dec 23, 2025.
• The company supplemented the proxy to update certain financial-advisor analyses (Goldman Sachs) and disclosed litigation, a voluntary recall/stop-ship for Brevera 9 Gauge Needles, and a settlement in the BioZorb product litigation.

Key Details

• Merger-related legal actions: class and individual complaints filed Jan 14–15, 2026 (e.g., Southfield Fire & Police Retirement System v. Hologic, Inc., Del. Ch. Case No. 2026-0060-BWD) and demand letters beginning Dec 15, 2025; Hologic says allegations are without merit but is supplementing disclosures to avoid delay.
• Goldman Sachs valuation updates (using forecasts as of Sept. 27, 2025): DCF-derived illustrative present values per share of $66.67–$99.09 (discount rates 8.5%–10.5%; terminal unlevered free cash flow ≈ $1,703M; terminal EBITDA exit multiples ~8.5x–13.2x). Acquisition-premia analysis implied equity per-share range of $63.00–$73.00.
• Brevera 9 Gauge Needles: voluntary recall and continued stop-ship (initiated Nov 2025) in consultation with FDA; Brevera 9G revenue and related products were ~4.7% of Breast Health revenue in FY2025. Hologic says the stop-ship may be prolonged and could make achieving the 2026 CVR milestone more challenging; the company now believes the risk‑adjusted NPV of one CVR is likely less than $2.54 (figure in the prior proxy).
• BioZorb litigation: parties reached and executed a settlement agreement on Jan 7, 2026 to resolve the cases; settlement is fully covered by insurance and the company expects to bear no financial liability if settlement conditions are met.

Why It Matters

• The merger transaction and related proxy materials are material to shareholders because they determine the terms and timing of the proposed acquisition by Blackstone/TPG affiliates and require a shareholder vote. The supplemental proxy disclosures adjust valuation inputs and analyses investors use to assess the fairness of the deal.
• The litigation and demand letters could delay or complicate the shareholder vote, while the Brevera stop-ship and recall pose a concrete near-term revenue risk to the Breast Health business and could reduce contingent CVR payments tied to Breast Health milestones. The BioZorb settlement, however, is expected to have no financial impact on Hologic’s balance sheet due to insurance coverage.
• Investors should review the updated proxy and related SEC filings for full details, and note the company’s forward-looking risk disclosures about timing, regulatory approvals, litigation, and potential impacts on operations and CVR payouts.