Hologic, Inc. (NASDAQ: HOLX), a leading manufacturer of bone densitometers and digital general radiography systems, today announced that it has completed the acquisition of the U.S. business assets of Trex Medical Corporation (AMEX: TXM), a Thermo Electron company. Trex Medical manufactures the leading X-ray mammography systems used worldwide for the detection and diagnosis of breast cancer. In addition, Hologic acquired the business activities of Trex Medical in the areas of mobile x-ray systems, X-ray systems for non-destructive testing, specialized medical X-ray imaging equipment for cardiac catheterization laboratories, digital radiographic/fluoroscopic (R/F) systems, electrophysiology products and general radiography products. Hologic has taken over approximately 550 employees at Trex Medical's current 62,500 square foot research and development, manufacturing and administrative site in Danbury, Connecticut and Trex Medical's 156,000 square foot leased facility in Littleton, Massachusetts; and has acquired 49 issued U.S. and foreign patents. Revenues associated with the acquired business for the quarter ended July 1, 2000 totaled approximately $30 million.
The acquisition, which was announced on August 15, 2000, is valued at approximately $55 million and is comprised of $30 million in cash and a secured note in the amount of $25 million (with a term of 3 years). Hologic will use the purchase accounting method for the acquisition. Since the current operations of Trex Medical are unprofitable, management expects this transaction initially to be dilutive to earnings.
Trex Medical's products address the general-purpose and specialized medical X-ray markets with a broad range of products. The company serves the mammography market with state-of-the-art breast-imaging units and minimally invasive breast-biopsy systems. The breast-biopsy systems offer women a less traumatic option to open surgical breast biopsy.
Trex's mammography systems incorporate the High Transmission Cellular (HTC™) Imaging System, the most effective contrast improvement in 20 years of breast imaging. The patented HTC technology is unique in that it reduces X-ray scatter in both the x and y dimensions, delivering superior contrast and resolution without an increase in dose.
S. David Ellenbogen, Hologic's Chairman and CEO stated, "This acquisition solidifies our position as the leading x-ray manufacturer for women's health. Our key business assets remain technological leadership and the ability to pioneer new markets. We are committed to expanding our contributions in the field of osteoporosis management and breast cancer detection. At the same time, we will continue to develop new x-ray systems that incorporate our direct-to-digital radiographic imaging technology for both women's health and general radiographic applications. We believe that the digital x-ray equipment market has the potential to exceed $1 billion within the next few years. Our goal is to position the Company to generate sales in excess of $200 million in calendar 2001 from bone densitometry, mammography, c-arm imaging and digital radiography."
Hologic, Inc. develops, manufactures and markets proprietary x-ray and ultrasound systems. With more than 9,000 installations worldwide, the Company's QDR and ultrasound bone densitometers are used for the assessment of bone density and vertebral status to assist in the diagnosis and monitoring of metabolic bone diseases such as osteoporosis. FluoroScan Imaging Systems, Inc., a wholly owned subsidiary, manufactures and distributes state-of-the- art, low intensity, real time X-ray imaging devices which provide high resolution images at radiation levels and at a cost well below those of conventional X-ray and fluoroscopic equipment. Direct Radiography Corp., a wholly owned subsidiary, manufactures a state-of-the-art proprietary flat panel technology, DirectRay®, which can produce high quality digital radiographic images in seconds, thereby bypassing the need for X-ray film or chemicals.
Trex Medical Corporation is a leading manufacturer of mammography systems. In addition, the company manufactures general-purpose and specialized medical imaging systems, including those used during diagnostic and interventional vascular and cardiac procedures, such as balloon angioplasty.
This News Release contains forward-looking information that involves risks and uncertainties, including statements about the Company's plans, objectives, expectations and intentions. Such statements include, without limitation, statements involving the financial and other contributions expected from the acquisition of the Trex Medical business, the Company's development plans, and the potential growth of the digital X-ray market. There can be no assurance that actual results will not be materially different than those anticipated in these forward-looking statements. Factors, which could cause actual results to materially differ from those anticipated in these forward-looking statements, include known and unknown risks, including those set forth below. Acquisitions involve numerous risks, including difficulties in the assimilation of operations and products of acquired businesses, the ability to manage geographically remote units and the potential loss of key employees of the acquired companies. In addition, the technologies and businesses of the Company, including those acquired from Trex Medical, are subject to significant risks and uncertainties including uncertainty of new product development; uncertainty of market growth; the reliance of Trex Medical and Direct Radiography Corp on one or a limited number of suppliers for certain critical components; rapid technological change; intense competition; and regulatory and intellectual property risks involving the development, manufacturing, marketing, and sale of medical devices. The current operations of Trex Medical are unprofitable, and the Company cannot assure that it will be able to run the Trex Medical business on a profitable basis. In addition, the Company expects to incur significant expenses in connection with the acquisition and integration of the Trex Medical business. Other factors that could adversely affect the Company's business and prospects are described in the Company's reports and registration statements filed with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly disclaims any obligation or undertaking to release publicly any updates of revisions to any such statements to reflect any change in the Company's expectations or any change in events, conditions or circumstances which any such statement is based.
SOURCE: Hologic, Inc.
Contact: Glenn Muir, Vice President, Finance of Hologic, Inc.,