Healthcare Industry News: Digital Radiography
News Release - April 17, 2006
Suros Surgical Systems, Inc. Enters into Agreement to Merge with Hologic, Inc.INDIANAPOLIS, April 17 (HSMN NewsFeed) -- Indianapolis-based medical device maker Suros Surgical Systems, Inc. announced today that it has entered into an agreement to merge with a wholly-owned subsidiary of Hologic. Hologic, Inc. (Nasdaq: HOLX ) of Bedford, Mass., is a leading developer, manufacturer and supplier of premium diagnostic and medical imaging systems dedicated to serving the healthcare needs of women, and a leading developer of innovative imaging technology for Digital Radiography and breast imaging. The transaction, subject to final approval by Suros' shareholders, regulatory clearances and other customary closing conditions, is expected to close by the end of the second quarter of 2006. At the closing, Suros will become a wholly-owned subsidiary of Hologic. The Suros headquarters and employees will remain in Indianapolis.
"This is an exciting opportunity for Suros as it should improve our ability to reach a broader customer base more quickly," said Jim Pearson, president and CEO of Suros. "The three-year partnership we have had with Hologic has laid solid groundwork for aligning our two companies. We believe our customers and employees will see significant benefits resulting from the combined efforts of two dynamic organizations.
"Partnering with Hologic aligns two rapidly growing companies who share the same goals in advancing women's healthcare," Pearson added. "The partnership will allow us to retain our Suros identity in the market and continue with our expansion strategy."
Suros has been a shining star in Indiana's life sciences initiative, growing its employee base, product line and revenue base consistently since launching its first product in March 2002. The company is a market leader in the breast biopsy field and this year launched internationally with its breast biopsy systems.
James Baumgardt, Chairman of the Board of Directors of Suros, stated, "The partnership with Hologic offers unique synergies for both companies as we are able to align leading technology and product development in the combined areas of imaging and diagnosis in women's health. The merger epitomizes the success of the life sciences sector in Indiana. Suros has created market opportunities and jobs in the state, and at the same time, provided significant value to our shareholders."
Several Indiana-based venture capital groups participated in the early investment of Suros, including Periculum Capital Company, Rose Hulman Ventures, Twilight Ventures, and individual angel investors. Subsequent investors included River Cities Capital Funds of Cincinnati, Sightline Partners of Minneapolis and Morgan Stanley Venture Partners of New York. A total of $19 million has been raised by the company since 2000.
"It goes to show what can happen when unique technologies developed locally by our founders, Dr. Tim Goedde, Joe Mark and Mike Miller, are brought together with an experienced management team," Baumgardt added.
Hologic's Chairman and CEO Jack Cumming said the merger is an ideal opportunity to bring together complementary technologies to a common customer base. "As a company, we continue to expand our market share in women's health. We are very excited to be able to align innovative technologies of both companies in order to better coordinate imaging and diagnosis in women's health."
JP Morgan acted as exclusive financial advisor to Suros Surgical in this merger transaction.
About Hologic, Inc.
Hologic, Inc. is a leading developer, manufacturer and supplier of medical imaging systems dedicated to serving the healthcare needs of women, and a leading developer of state-of-the-art digital imaging technology for general radiography and mammography applications. Hologic's core 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.
About Suros Surgical Systems, Inc.
Suros is a leading interventional medical device manufacturer of minimally invasive surgical platform technology for biopsy tissue removal and biopsy site marking products. The company designs, manufactures and markets patient- focused and physician-inspired "Compassionate Technologies" through its ATECŪ (Automated Tissue Excision and Collection) system product line compatible with stereotatic x-ray, ultrasound and magnetic resonance imaging (MRI). Suros is viewed worldwide as the pioneer and market leader in the growing adoption and "mainstreaming" of MRI-guided breast biopsy technology and is the fastest growing product choice in vacuum-assisted breast biopsy.
Forward Looking Disclaimer
This News Release contains forward-looking information that involves risks and uncertainties, including statements regarding Suros' plans, objectives, expectations and intentions. Such statements include, without limitation, statements regarding the timing of completion of the acquisition and the anticipated benefits of the acquisition. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those anticipated. Risks and uncertainties that may affect the parties' ability to consummate the acquisition or that may cause actual results to vary materially, include, among others: the shareholders of Suros may not approve the acquisition; the parties may be unable to obtain regulatory clearances required for the acquisition, or required regulatory clearances may delay the acquisition or result in the imposition of conditions that could have a material adverse effect on the combined company or cause the parties to abandon the acquisition; the parties may be unable to complete the acquisition or completing the acquisition may be more costly than expected because, among other reasons, conditions to the closing of the acquisition may not be satisfied; problems may arise with the ability to successfully integrate the businesses of Hologic and Suros, which may result in the combined company not operating as effectively and efficiently as expected; the parties may not be able to achieve the expected synergies from the acquisition or it may take longer than expected to achieve those synergies; the acquisition may involve unexpected costs or unexpected liabilities; and the combined company may be adversely affected by future legislative, regulatory, or tax changes as well as other economic, business and/or competitive factors. The risks included above are not exhaustive. The annual reports on Form 10-K, the quarterly reports on Form 10-Q, current reports on Form 8-K and other documents Hologic has filed with the SEC contain additional factors that could impact Hologic's businesses and financial performance. Suros' business is subject to many of the same risks and uncertainties. Suros expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in Suros' expectations or any change in events, conditions or circumstances on which any such statement is based.
Source: Suros Surgical Systems
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