Hologic, Fending off Icahn, Adopts Poison Pill to Deflect Takeover

Billionaire financier and activist investor Carl Icahn has found a new target: Bedford, MA-based Hologic (NASDAQ: [[ticker:HOLX]]).

Icahn today reported a 12.63 percent stake in Hologic, intending to shake things up at the women’s health products and diagnostics company. Hologic immediately responded by adopting a one-year shareholder rights plan to protect itself from a hostile takeover.

“The board believes the rights plan will preserve its ability to implement its strategic initiatives and create long-term value for all stockholders,” Hologic said in a statement.

Icahn, meanwhile, is clearly looking to make some changes at Hologic. He deemed the shares “undervalued” in a Form 13D filed with the Securities and Exchange Commission, said that he intends to talk with Hologic management, and may push for a board seat. Icahn has gotten into public proxy battles in biotech before, agitating for change on the boards of Biogen Idec (NASDAQ: [[ticker:BIIB]]), Forest Laboratories (NYSE: [[ticker:FRX]]), Genzyme (before it was acquired by Sanofi), and Amylin Pharmaceuticals (before Bristol-Myers Squibb and AstraZeneca bought it out).

Icahn is jumping in to the stock during a tumultuous year for Hologic, which has switched CEOs, reported net losses, and slashed its financial forecast after its $3.7 billion acquisition of San Diego, CA-based Gen-Probe in 2012. Hologic’s projected 2014 revenue numbers missed Wall Street expectations, triggering a series of downgrades from analysts and a more than 10 percent stock sell-off on Nov. 12. The company has a history of making big acquisitions like Gen-Probe, Cytyc ($6.2 billion), and Third Wave Technologies ($580 million), but at a high cost that has ruffled investors.

“[Hologic’s] management team has been often criticized for destroying shareholder value through overpaying for large, transformative acquisitions such as Cytyc in 2007, and, to a lesser extent, Gen-Probe in 2012,” said RBC Capital Markets analyst Glenn Novarro in a note to clients today.

Still, even with Icahn’s involvement, he doesn’t think an easy turnaround can be achieved without a buyout.

“While a new management team would be a positive for the stock, we believe the fundamental outlook is still challenged and there are no quick fixes to enhance shareholder value,” he wrote.

Shares of Hologic surged about 3 percent in early trading following Icahn’s announcement.

Author: Ben Fidler

Ben is former Xconomy Deputy Editor, Biotechnology. He is a seasoned business journalist that comes to Xconomy after a nine-year stint at The Deal, where he covered corporate transactions in industries ranging from biotech to auto parts and gaming. Most recently, Ben was The Deal’s senior healthcare writer, focusing on acquisitions, venture financings, IPOs, partnerships and industry trends in the pharmaceutical, biotech, diagnostics and med tech spaces. Ben wrote features on creative biotech financing models, analyses of middle market and large cap buyouts, spin-offs and restructurings, and enterprise pieces on legal issues such as pay-for-delay agreements and the Affordable Care Act. Before switching to the healthcare beat, Ben was The Deal's senior bankruptcy reporter, covering the restructurings of the Texas Rangers, Phoenix Coyotes, GM, Delphi, Trump Entertainment Resorts and Blockbuster, among others. Ben has a bachelor’s degree in English from Binghamton University.