Hologic, Inc., provider of diagnostic imaging systems directed towards women's health, announced it has entered into a definitive agreement to acquire BioLucent, Inc. and its MammoPad breast cushion business. Hologic, Inc., provider of diagnostic imaging systems directed towards women's health, announced it has entered into a definitive agreement to acquire BioLucent, Inc. and its MammoPad breast cushion business. Concurrently with the closing of the transaction, Biolucent will spin-off its brachytherapy business into a newly created company, which will remain an independent company.

The purchase price for the transaction will be $70m (subject to reduction in certain circumstances), plus a two-year earn out. The closing consideration will consist of $5m in cash and an additional $65m payable, at the election of Hologic, in cash, shares of Hologic Common Stock or a combination thereof. The earn-out, if earned, will be payable in two annual cash installments not to exceed $15m in the aggregate based upon BioLucent achieving certain revenue targets. This transaction is expected to close by the end of the third calendar quarter, after completion of a California fairness hearing, and will be subject to customary closing conditions, including BioLucent stockholder approval.

BioLucent, Inc., is a privately held medical device company located in Aliso Viejo, California. The company has designed, manufactures and markets the MammoPad breast cushion, a radiolucent foam cushion that covers the cold, hard surfaces of all commercially available mammography equipment. BioLucent's patented MammoPad is designed to reduce the discomfort that inhibits many women from getting regular mammography screenings. MammoPad is offered as standard of care in nearly 20 per cent of mammography facilities nationwide and has been used by more than 10m women. The company achieved revenues of approximately $17m in calendar 2006, a 42 per cent increase over its prior year.

"Expanding our market share in women's health is a key element in the growth of our company," said Jack Cumming, Chairman and Chief Executive Officer. "The acquisition of this technology is consistent with the company's strategy of looking to the future and building upon our established technology roadmap. We believe this acquisition provides us additional technical capabilities and customer relationships to further solidify our position of strength in the growing mammography market.