Hologic to Acquire BioLucent

Hologic Inc., a Bedford, Mass., provider of diagnostic imaging and digital imaging systems geared toward women’s health, announced Monday it will acquire BioLucent Inc. and its MammoPad breast cushion business for $70 million.

Upon closing, Biolucent will spin off its brachytherapy business into a new company, which will remain independent.

The purchase price for the transaction will be $70 million plus a two-year earnout. The closing consideration will consist of $5 million in cash and an additional $65 million payable -- at the election of Hologic -- in cash, stock or a combination. The earnout, if earned, will be payable in two annual cash installments not to exceed $15 million in the aggregate, based on certain revenue targets. The transaction is expected to close by the end of the third quarter, after completion of a California fairness hearing, and will be subject to customary closing conditions, including BioLucent stockholder approval.

BioLucent is a private medical device company based in Aliso Viejo, Calif. The company designed, manufactures and markets the MammoPad breast cushion, a radiolucent foam cushion used to cover surfaces of mammography equipment to reduce the discomfort of mammography screenings. MammoPad is offered to patients in nearly 20 percent of mammography facilities nationwide and has been used by more than 10 million women, Hologic said. BioLucent's revenues were approximately $17 million in 2006, a 42 percent increase over its prior year.

“We believe this acquisition provides us additional technical capabilities and customer relationships to further solidify our position of strength in the growing mammography market,” said Jack Cumming, Hologic's chairman and CEO. Hologic's core business units are focused on mammography and breast biopsy, osteoporosis assessment, and mini C-arm and extremity MRI imaging for orthopedic applications.

Hologic bought Cytyc, a Malborough, Mass.-based medical device company focusing on women's health, last month for $6.2 billion. Hologic recently denied rumors that it might itself be the subject of a takeover. "We will not be acquired at this period of time,” Cumming announced at the Sixth Annual Needham & Company Biotechnology & Medical Technology Conference, held earlier this month in New York.

Hologic's business units are focused on osteoporosis assessment, mammography and breast biopsy, direct-to-digital x-ray for general radiography applications and mini C-arm imaging for orthopedic applications.

For more information, visit: www.hologic.com