Hologic acquired by Blackstone / TPG: fairness opinion by Goldman Sachs
Deal terms
CVR: One non-tradable CVR per share representing the right to receive up to $3.00 in cash, payable upon achievement of specified Breast Health/revenue milestones (FY26 and FY27); Goldman Sachs valued the CVR at a net present value of $2.54 per share using a 10.1% discount rate
$76.00 per share in cash plus one CVR worth up to $3.00; Goldman Sachs calculated implied value of $78.54 per share ($76.00 closing amount plus $2.54 NPV of CVR)
Implied value per share by method vs. $76.00 offer
Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.
Opinion of Goldman Sachs to the target board
Discounted cash flow assumptions
Discounted to present value as of September 27, 2025; net debt as of September 27, 2025 subtracted; fully diluted shares as of October 17, 2025 using treasury stock method.
Other analyses
| Analysis | Summary | Implied per share |
|---|---|---|
| Illustrative Present Value of Future Share Price Analysis | Applied NTM P/E multiples of 13.0x to 17.5x to estimated EPS for FY2027, FY2028 and FY2029 to derive future values per share as of September 27 of 2026, 2027 and 2028, discounted to September 27, 2025 at 10.1% (cost of equity via CAPM). | $56.00–$77.00 |
| Premia Paid Analysis | Reviewed 67 transactions announced January 1, 2020 through October 17, 2025 involving U.S. public company targets (excluding biopharmaceuticals) with disclosed enterprise values greater than $10 billion; median premium 24.4%, 25th percentile 15.2%, 75th percentile 34.9%. Applied a reference range of 15.2% to 34.9% to the undisturbed closing price of $54.28 as of May 23, 2025. | $63.00–$73.00 |
| CVR Valuation | Discounted risk-adjusted milestone payment amounts (per the CVR Estimates) to present value as of September 27, 2025 at a 10.1% discount rate (cost of equity via CAPM), deriving a net present value of one CVR of $2.54 per share, for an implied total consideration of $78.54 per share. | $2.54 |
Engagement letter dated August 29, 2025; transaction fee estimated at approximately $109 million (assuming payment in full of the milestone payment amounts), all contingent upon consummation of the merger. Company also to reimburse expenses and indemnify Goldman Sachs.
Management projections
| Projection year | Year 1 | Year 2 | Year 3 | Year 4 | Year 5 | CAGR |
|---|---|---|---|---|---|---|
| Revenue | $4.3B | $4.6B | $4.9B | $5.2B | $5.5B | 6.7% |
| Revenue growth | 5.8% | 7.9% | 6.7% | 6.5% | 5.6% | |
| EBITDA | $1.4B | $1.6B | $1.7B | $1.9B | $2.0B | 8.4% |
| EBITDA growth | 10.2% | 10.1% | 7.9% | 8.9% | 6.6% | |
| EBITDA margin | 33% | 34% | 35% | 35% | 36% | |
| Implied EV / EBITDA | 12.8x | 11.6x | 10.8x | 9.9x | 9.3x |
Year-1 growth is against LTM at announcement ($4.0B revenue, $1.3B EBITDA); later years are year over year.
Management prepared two sets of unaudited forecasts: the June 2025 Forecasts (Q4 FY2025 and FY2026-FY2035; FY2026 revenue $4,275M / Adj. EBITDA $1,439M / UFCF $861M, rising to FY2035 revenue $6,650M / Adj. EBITDA $2,436M / UFCF $1,638M), which Goldman Sachs was not authorized to rely on, and the September 2025 Forecasts (FY2026-FY2035; FY2026 revenue $4,274M / Adj. EBITDA $1,430M / UFCF $889M, rising to FY2035 revenue $6,800M / Adj. EBITDA $2,520M / UFCF $1,707M). The September 2025 Forecasts were relied on by the Board and approved for Goldman Sachs' use in its financial analysis and opinion. FY2031-FY2035 figures were extrapolated from the FY2026-FY2030 long-range plan; Goldman Sachs also used management's CVR Estimates as to timing and likelihood of milestone achievement.
Process notes
Other Medical Devices and Supplies fairness opinions
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