Medical technology company Hologic has acquired a 46 per cent stake in SuperSonic Imagine

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Logic Inc. (NASDAQ: HOLX), a global leader in women's health, and SuperSonic (Euronext: SSI, FR0010526814), a company specializing in ultrasound medical imaging, today jointly announced that Hologic Hub Ltd., a wholist of Hologic Inc., will acquire approximately 46% of SuperSonic's stock under a share sales agreement.
SuperSonic Imagine's major shareholders, Bpifrance, Andera Partners, Auriga Partners, Merieux Participations and CDC PME Cro, hold 10.841.409 shares, or about 46 per cent of SuperSonic Imagine's issued share capital, and will all sell them to Hologic for 1.5 euros per share. The settlement and delivery of these shares will take effect on 2 August 2019 and indicate that the acquisition is not subject to the revenue mechanism.
The acquisition was made in consultation with SuperSonic Imagine's employee representative office (organes représentatifs du personnel) and confirmed by the French economy minister that the deal was not subject to the French foreign investment prior authorization process.
In this context, SuperSonic Imagine has also entered into a termination agreement with Kreos under which, after paying approximately EUR 16.4 million, the financing agreement with Kreos, i.e. the 2017 Risk Loan Agreement, the 2018 Venture Loan Agreement and all relevant documents, including all warrants issued with SuperSonic Imagine for the benefit of Kreos Capital V (Expert Fund) L.P. in December 2018, will be terminated. Pursuance to this termination agreement, SuperSonic Imagine will expressly and fully comply with any obligations under these financing agreements to Kreos Capital V (UK) Ltd. and Kreos Capital V (Expert Fund) L.P.
As of the end of August, Hologic made a cash offer (subject to availability) forced extrusion, (i) all SuperSonic Imagine issued shares (with the exception of Shares held by Hologic, except inventory shares) held by SuperSonic Imagine, shares subject to legal retention obligations) and (ii) after the exercise of the option All shares (stock options and warrants of the founders) issued before approximately the closing date, upon receipt of the opinion of the SuperSonic Imagine Board of Directors on the fairness of the tender offer and its impact on the Company, shareholders and employees, in particular the report of the Independent Expert (Accuracy) appointed by the SuperSonic Imagine Board of Directors on 20 June 2019. The price is 1.50 euros per share.
The offer is not subject to any preconditions. However, according to article 231-9 of the Autoitédesmarchésfinanciers General Regulation, the offer will be void if Hologic does not hold the number of representative shares at the deadline. More than 50% of SuperSonic Imagine has equity or voting rights.
Finally, the completion of the offer depends on the compliance decision of the Autoitédesmarchés financier with the expected offer.
SuperSonic Imagine and Hologic have also entered into an offer agreement that sets out the terms under which Hologic will make the offer, the Company's management commitment, its commitment to conduct the Company's business in the normal course of business, and certain statements and warranties.
As Hologic announced on June 20, 2019, Hologic has agreed to buy SuperSonic Imagine's issued shares for 1.50 euros per share. Assuming that all unexereed options with an exercise price of less than 1.50 euros (at the exchange rate of $1.13) are exercised, the price is equivalent to approximately $39 million, or about $42 million, of all outstanding shares. For information purposes, Hologic will also provide funds to repay SuperSonic Imagine's net debt of up to $43 million, equivalent to a maximum corporate value of $85 million (at an exchange rate of $1.13 per euro). (
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