BEDFORD, Mass. and MADISON, Wis., July 17 /PRNewswire-FirstCall/ --
Hologic, Inc. (Nasdaq: HOLX) and Third Wave Technologies, Inc. (Nasdaq: TWTI)
('Third Wave'), today jointly announced the expiration of the initial offering
period of the tender offer by its wholly-owned subsidiary Thunder Tech Corp.
(the 'Purchaser') for all outstanding shares of common stock of Third Wave.
The initial offering period expired, as scheduled, at 12:00 midnight, New York
City time, on Wednesday, July 16, 2008.
The depositary for the offer has advised Hologic and the Purchaser that,
as of the expiration of the initial offering period, a total of approximately
45,225,950 Third Wave shares were validly tendered to the Purchaser (including
shares tendered via the guaranteed delivery procedure) and not withdrawn,
representing approximately 92.1% of the outstanding common stock of Third
Wave. The Purchaser has accepted for payment all Third Wave shares that were
validly tendered during the initial offering period.
Hologic also announced that the Purchaser has commenced a subsequent
offering period for all remaining shares of Third Wave common stock to permit
stockholders who have not yet tendered their shares the opportunity to do so.
This subsequent offering period will expire at 12:00 midnight, New York City
time, on Wednesday, July 23, 2008, unless further extended. Any such extension
will be followed by a public announcement no later than 9:00 a.m., New York
City time, on the next business day after the subsequent offering period was
scheduled to expire.
The same $11.25 per share price offered in the prior offering period will
be paid during the subsequent offering period. All shares validly tendered
during this subsequent offering period will be immediately accepted and
payment will be made promptly after acceptance, in accordance with the terms
of the offer. Procedures for tendering shares during the subsequent offering
period are the same as during the initial offering period with two exceptions:
(1) shares cannot be delivered by the guaranteed delivery procedure, and (2)
pursuant to Rule 14d-7(a)(2) promulgated under the Securities Exchange Act of
1934, as amended, shares tendered during the subsequent offering period may
not be withdrawn.
Pursuant to the terms of the previously announced merger agreement,
Hologic expects to effect a merger of the Purchaser with and into Third Wave.
In the merger, the Purchaser will acquire all other Third Wave shares (other
than those as to which holders properly exercise appraisal rights) at the same
$11.25 per share price, without interest and less any required withholding
taxes, that was paid in the tender offer. As a result of the merger, Third
Wave will become a wholly-owned subsidiary of Hologic. Hologic intends to
complete the merger as soon as practicable.
