A quartet of firms have been called in for Hologic’s take-private acquisition by Blackstone and TPG for $18.3bn including debt, the largest medical devices deal in almost 20 years.
Wachtell Lipton Rosen & Katz is advising Hologic on the deal, while Kirkland & Ellis is acting as legal counsel to the consortium led by Blackstone and TPG, and Ropes & Gray is advising it on healthcare and FDA regulatory matters.
Meanwhile Sidley Austin is advising GIC, which is acting as a significant minority investor in the deal, as is the Abu Dhabi Investment Authority.
The Hologic deal marks the largest acquisition of a medical device company since Boston Scientific bought Guidant Corp for $27bn in 2006, Reuters reported. It comes as borrowing costs have begun to come down and lenders have become more willing to fund big transactions, enabling private equity firms to take multibillion-dollar companies private.
Last month Kirkland and Wachtell scored lead roles on EA’s $55bn take-private acquisition by a consortium of investors, the largest leveraged buyout attempt ever. Kirkland is also advising a consortium led by BlackRock’s Global Infrastructure Partners that last week announced it had struck a $40bn agreement to buy Aligned Data Centers; Latham & Watkins is advising the seller, Macquarie Asset Management.
For its part Hologic specialises in women’s health diagnostics, including breast and cervical cancer screening, and said the acquisition would help to strengthen its leadership in women’s health and accelerate growth.
The Wachtell team leading Hologic is led by corporate partners Adam Emmerich and Benjamin Roth, who previously advised the company on its $1.7bn acquisition and subsequent disposition of medical aesthetics business Cynosure.
The Kirkland team guiding Blackstone and TPG is headed by New York corporate partners Lauren Colasacco, Christopher Burwell and Daniel Yip. Between them the trio have advised Blackstone on numerous previous transactions, including its $2.3bn acquisition of online pet care marketplace Rover last year and its $4.8bn acquisition of Aon’s technology-enabled benefits and HR platform. Burwell has also advised TPG in the past, including its investment in LifeStance Health in 2020.
Meanwhile, the Ropes team is led by healthcare partners Christina Bergeron and Jamie Darch and life sciences regulatory and compliance partner Greg Levine.
Finally, the Sidley team guiding GIC is headed by New York-based M&A and private equity partners Ayo Badejo and Asi Kirmayer.
Blackstone and TPG will acquire all outstanding Hologic shares for $76 per share in cash, implying a premium of nearly 6% to the stock’s last closing price, according to Reuters. Shareholders will also receive a non-tradable contingent value right of up to $3 per share, following achievement of certain global revenue goals for Hologic’s Breast Health business in fiscal years 2026 and 2027, for a total consideration of up to $79 per share.
The transaction is expected to close in the first half of next year, subject to the approval of Hologic’s stockholders, the receipt of required regulatory approvals and the satisfaction of certain other customary closing conditions.
Goldman Sachs is acting as financial advisor to Hologic, while Citi is advising the Blackstone-TPG consortium.
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