Stephen P. MacMillan, Hologic's Chairman, President and CEO, said the transaction marked "an exciting new chapter for Hologic" and that Blackstone and TPG's "resources, expertise and commitment to women's health" would "help accelerate our growth." Ram Jagannath, a Senior Managing Director at Blackstone, called Hologic "an outstanding global leader in advancing women's health" with a "longstanding reputation for groundbreaking and high-quality medical device and diagnostic products." John Schilling, Co-Managing Partner of TPG Capital, said Hologic represented "a compelling opportunity to draw upon our deep thematic expertise to support the development of next-generation solutions."
The non-tradable CVR entitled each Hologic stockholder to up to two payments of up to $1.50 each, contingent on Hologic's Breast Health business achieving specified global revenue milestones in fiscal years 2026 and 2027. Per the definitive merger proxy, the CVR revenue targets were set at $1,571,844,377 for the fiscal 2026 milestone period and $1,666,256,283 for the fiscal 2027 milestone period, matching management's internal Breast Health revenue forecasts for those years. The proxy also disclosed that a stop-ship issue involving the company's Brevera biopsy device needles, which arose after the October 20, 2025 signing, made the Board believe the 2026 CVR milestone would be more challenging to achieve.
Goldman Sachs & Co. LLC, Hologic's financial advisor, rendered a fairness opinion to the Board and performed an illustrative discounted cash flow analysis using discount rates of 8.5% to 10.5% and perpetuity growth rates of 2.0% to 3.0% (implying terminal year EBITDA exit multiples of 8.5x to 13.2x), which produced a range of illustrative present values of $66.67 to $99.09 per share, bracketing the agreed $76.00 upfront cash price. The merger agreement included a 45-day go-shop period during which Hologic and its advisors could solicit superior proposals; per the proxy, the go-shop period ended with the company not having received any competing acquisition proposal.
Parent funded the merger consideration through a combination of debt and equity financing. Blackstone and TPG obtained a debt financing commitment letter from Citi, Bank of America, Barclays, Royal Bank of Canada and SMBC, together with equity commitment letters from Blackstone- and TPG-advised funds. Goldman Sachs & Co. LLC served as exclusive financial advisor to Hologic, and Wachtell, Lipton, Rosen & Katz served as legal counsel to the company. Citi served as exclusive financial advisor to the Blackstone-and-TPG-led consortium, with Kirkland & Ellis LLP as legal counsel and Ropes & Gray as healthcare regulatory counsel to the sponsors.
The merger agreement provided for a Company termination fee of $540,000,000 in most circumstances (reduced to $225,000,000 if Hologic terminated to accept a superior proposal from an "excluded party" that emerged during the go-shop period), and a reverse termination fee payable by Parent of $900,000,000 if the deal failed to close due to parent-side breach or failure of debt/equity financing. Hologic's stockholders approved the merger agreement at a special meeting held February 5, 2026, with holders of 178,777,739 shares (representing the vast majority of the 179,046,131 shares voting) in favor, versus 151,271 against and 117,121 abstaining; a separate, non-binding advisory vote on golden-parachute compensation was not approved. As of late January 2026, Hologic also disclosed several disclosure-based stockholder lawsuits and demand letters challenging the adequacy of the proxy statement, which the company stated it believed were without merit.
The transaction closed on April 7, 2026. Pursuant to the Agreement and Plan of Merger dated October 21, 2025, Hopper Merger Sub Inc. merged with and into Hologic, with Hologic surviving as a wholly owned subsidiary of Hopper Parent Inc., an entity affiliated with Blackstone and TPG. At closing, each outstanding Hologic share was converted into the right to receive $76.00 in cash plus one CVR. The total cash consideration payable to Hologic equityholders was approximately $17.3 billion. In connection with closing, Hologic repaid and terminated its existing credit agreement, deposited funds to redeem all $400 million of its outstanding 4.625% Senior Notes due 2028 and all $950 million of its outstanding 3.250% Senior Notes due 2029, entered into a CVR agreement with Equiniti Trust Company, LLC as rights agent, delisted its common stock from Nasdaq, and amended and restated its certificate of incorporation. Stephen P. MacMillan resigned as CEO and from the board, and Jos (Joe) E. Almeida was appointed CEO and a director; eight other legacy directors also resigned from the board.