UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
HOLOGIC, INC.
(Name of Subject Company (Issuer) and Filing Person (Issuer))
2.00% Convertible Senior Notes due 2042
(Title of Class of Securities)
436440 AC5
(CUSIP Number of Class of Securities)
John M. Griffin
General Counsel
Hologic, Inc.
250 Campus Drive, Marlborough, MA 01752
Tel: (508)263-2900
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
Copies to:
Philip J. Flink, Esquire
Brown Rudnick LLP
One Financial Center
Boston, MA 02111
CALCULATION OF FILING FEE
| Transaction Valuation* | Amount of Filing Fee** | |
$208,077,170 | $25,905.61 | |
| ||
| * | Calculated solely for purposes of determining the filing fee. The purchase price of the 2.00% Convertible Senior Notes due 2042 issued March 5, 2012 (the “Notes”), as described herein, is 100% of the accreted principal amount of the Notes as of March 1, 2018, plus any accrued but unpaid interest thereon. As of January 29, 2018, there were Notes with $206,017,000 of aggregate principal amount outstanding and, as of the date of repurchase, if all outstanding Notes were submitted for repurchase, there would be $2,060,170 of accrued and unpaid interest on the Notes, resulting in an aggregate maximum purchase price of $208,077,170. |
| ** | The amount of the filing fee was calculated in accordance with Rule0-11 of the Securities Exchange Act of 1934, as amended, and equals $124.50 for each $1,000,000 of the value of the transaction. |
| ☒ | Check the box if any part of the fee is offset as provided by Rule0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
Amount Previously Paid: $25,905.61 | Filing Party: Hologic, Inc. | |
Form or Registration No.: Schedule TO | Date Filed: January 29, 2018 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| ☐ | third-party tender offer subject to Rule14d-1. |
| ☒ | issuer tender offer subject to Rule13e-4. |
| ☐ | going-private transaction subject to Rule13e-3. |
| ☐ | amendment to Schedule 13D under Rule13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
INTRODUCTORY STATEMENT
This Amendment No. 2 (“Amendment No. 2”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (“SEC”) on January 29, 2018 (the “OriginalSchedule TO”) and Amendment No. 1 to the Original Schedule TO filed with the SEC on February 9, 2018 (“Amendment No. 1”, and together with this Amendment No. 2 and the Original Schedule TO, the “Schedule TO”) by Hologic, Inc., a Delaware corporation (the “Company”). The Schedule TO relates to the right of each holder (each a “Holder”) of the Company’s 2.00% Convertible Senior Notes due 2042 issued March 5, 2012 (the “Notes”) to require the Company to repurchase the Notes upon the terms and subject to the conditions set forth in the Indenture (as defined below), the Notes, and the Company’s Put Right Notice to Holders of 2.00% Convertible Senior Notes due 2042, dated January 29, 2018, filed as an exhibit to the Schedule TO (the “OriginalPut Right Notice”), and Amendment No. 1 to the Put Right Notice, dated February 9, 2018, filed as an exhibit to Amendment No. 1 (the “Amendment to Put Right Notice”, and together with the Original Put Right Notice, the “Put Right Notice”). The right of a Holder to require the Company to repurchase the Notes, as described in the Put Right Notice, is referred to as the “Put Option.”
The Notes were issued under an Indenture, dated as of December 10, 2007 (the “Base Indenture”), by and between the Company, as issuer, and Wilmington Trust Company, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of March 5, 2012 (the “Supplemental Indenture,” and together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee.
This Amendment No. 2 includes only the items in the Schedule TO that are being amended. Unaffected items are not included herein. Except as specifically set forth herein, this Amendment No. 2 does not modify any of the information previously reported in the Schedule TO. Capitalized terms used but not defined herein have the respective meanings given to such terms in the Put Right Notice. You should read this Amendment No. 2 together with Amendment No. 1, the Original Schedule TO and the exhibits thereto and hereto.
This Amendment No. 2 constitutes the final amendment pursuant to Rule13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.
The Put Option expired at midnight, New York City time, at the end of Wednesday, February 28, 2018 (the “Expiration Date”). Based on final information provided to the Company by the Trustee, no Notes were validly surrendered for repurchase.
Notes that are not surrendered for conversion prior to the Conversion Deadline (5:00 p.m., New York City time, on Monday, March 5, 2018) will be redeemed by the Company on March 6, 2018 (the “Redemption Date”) pursuant to the terms of the Indenture, the Notes and the Company’s Notice of Redemption to Holders of 2.00% Convertible Senior Notes due 2042, dated January 29, 2018. Following the Redemption Date, no Notes will remain outstanding.
| Item 12. | Exhibits. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| HOLOGIC, INC. | ||
| By: | /s/ Robert W. McMahon | |
| Name: | Robert W. McMahon | |
| Title: | Chief Financial Officer | |
| Date: | March 1, 2018 | |
