Hologic, a leader in women’s health, announced that it has entered into a definitive agreement to be acquired by funds managed by Blackstone and TPG in a transaction valued at up to $79 per share, representing an enterprise value of approximately $18.3 billion.
Under the terms of the agreement, Hologic stockholders will receive $76 per share in cash, along with a non-tradable contingent value right (CVR) worth up to an additional $3 per share, payable in two potential tranches of up to $1.50 each. The CVR payments will depend on achieving certain global revenue milestones for Hologic’s Breast Health business in fiscal years 2026 and 2027. The total consideration represents a 46% premium to Hologic’s closing share price on May 23, 2025, the last full trading day before reports of a possible transaction emerged.
The deal includes significant minority investments from a wholly owned subsidiary of the Abu Dhabi Investment Authority (ADIA) and an affiliate of GIC, further emphasizing broad institutional interest in supporting Hologic’s continued growth and innovation.
Following completion, Hologic will remain headquartered in Marlborough, Massachusetts, continue operating under its existing name and brand, and will be delisted from Nasdaq. The company’s board of directors has unanimously approved the merger and recommends that shareholders vote in favor of the transaction.
The agreement includes a 45-day “go-shop” period, allowing Hologic and its advisors to solicit and negotiate alternative acquisition proposals that could yield a superior offer. While the board retains the right to terminate the current agreement to pursue such a proposal, the company has stated it will not provide further updates unless deemed necessary or required.
The deal is expected to close in the first half of 2026, subject to customary closing conditions, regulatory approvals, and shareholder consent. Blackstone and TPG have secured committed financing for the acquisition through a combination of debt and equity from Citi, Bank of America, Barclays, Royal Bank of Canada, SMBC, and funds advised by Blackstone and TPG. Blackstone’s private equity strategy for individual investors will also participate in the deal.
Advisors: Goldman Sachs is serving as exclusive financial advisor to Hologic, and Wachtell, Lipton, Rosen & Katz is serving as legal counsel to the Company. Citi is serving as exclusive financial advisor, Kirkland & Ellis is serving as legal counsel, and Ropes & Gray is serving as healthcare regulatory counsel to the Blackstone-and-TPG-led consortium.
KEY QUOTES:
“Today marks an exciting new chapter for Hologic as we join forces with the exceptional teams at Blackstone and TPG. With their resources, expertise and commitment to women’s health, Blackstone and TPG will help accelerate our growth and enhance our ability to deliver critical medical technologies to customers and their patients around the world. This transaction delivers immediate and compelling value to Hologic stockholders, reflecting the dedication of our employees whose hard work has made this milestone possible.”
Stephen P. MacMillan, Chairman, President and CEO, Hologic
“Hologic is an outstanding global leader in advancing women’s health, with a longstanding reputation for groundbreaking and high-quality medical device and diagnostic products. We have closely followed the Company for many years and long admired the positive impact its life-changing technologies have had for millions of patients worldwide. We are thrilled to partner with its highly talented and capable employees, alongside TPG, to further invest in Hologic’s continued product innovation and growth.”
Ram Jagannath, Senior Managing Director, Blackstone
“Hologic’s innovation-driven medical products and technologies are advancing detection and care to improve health outcomes for women around the world. Investing behind healthcare innovation has been a core focus for TPG for decades, and Hologic represents a compelling opportunity to draw upon our deep thematic expertise to support the development of next-generation solutions that will continue to promote strong clinical results and enhance patient care. We’re proud to partner with the Hologic team and Blackstone in this exciting new chapter.”
John Schilling, M.D., Co-Managing Partner, TPG Capital
