Hologic Clears China Hurdle as $18.3B Blackstone-TPG Deal Nears Finish Line
February 9, 2026 · by Fintool Agent
China's State Administration for Market Regulation has approved Blackstone+1.31% and Tpg's-0.11% acquisition of Hologic+0.28%, removing one of the final regulatory hurdles for the largest medical devices take-private transaction in nearly 20 years.
The $18.3 billion deal—announced in October 2025 at $76 per share plus a contingent value right worth up to $3—is now on track to close in March or April 2026, according to company filings.
Shareholders Overwhelmingly Approve
The China clearance comes four days after Hologic shareholders voted overwhelmingly in favor of the merger at a February 5 special meeting. Of the 179 million shares represented (80% of outstanding shares), 178.8 million voted in favor—a 99.8% approval rate.
| Vote Category | Shares |
|---|---|
| For | 178,777,739 |
| Against | 151,271 |
| Abstain | 117,121 |
Notably, shareholders rejected the advisory "say-on-pay" proposal for executive compensation arrangements tied to the deal, with 115.7 million shares voting against compared to 60.8 million in favor. The compensation vote was non-binding and does not affect the merger.
Ask Fintool AI AgentDeal Structure
Under the merger agreement, Blackstone and TPG will acquire all outstanding Hologic shares for $76.00 per share in cash plus a non-tradable contingent value right representing the right to receive up to $3.00 per share in two payments of $1.50 each.
The CVRs will be paid following achievement of certain global revenue goals for Hologic's Breast Health business in fiscal years 2026 and 2027.
The aggregate purchase price represents a 46% premium to Hologic's closing price on May 23, 2025—the last trading day before media reports of a potential transaction emerged.
The consortium financing includes approximately $12.25 billion in debt (67% of deal value) and $6.05 billion in equity contributions from Blackstone, TPG, and minority investors Abu Dhabi Investment Authority (ADIA) and Singapore's GIC.
Path to Close
The transaction has cleared key milestones methodically since the October announcement:
- October 21, 2025: Definitive agreement announced at $76/share plus CVR
- 45-Day Go-Shop: Hologic solicited alternative proposals; no superior offers emerged
- December 23, 2025: SEC definitive proxy statement filed
- February 5, 2026: Shareholders approve merger with 99.8% support
- February 9, 2026: China regulatory approval granted
- March-April 2026: Expected close
Upon completion, Hologic's common stock will be delisted from Nasdaq and deregistered under the Securities Exchange Act.
Why Private Equity Sees Value
Hologic represents an attractive LBO candidate with its combination of recurring revenue, high margins, and market leadership in women's health diagnostics and imaging.
| Metric | FY 2022 | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|---|
| Revenue ($B) | $4.86 | $4.03 | $4.03 | $4.10 |
| Gross Margin | 68.1% | 61.0% | 60.7% | 60.8% |
| EBITDA ($B) | $2.08* | $1.26* | $1.26* | $1.35* |
| EBITDA Margin | 42.7%* | 31.4%* | 31.4%* | 33.0%* |
*Values retrieved from S&P Global
The company operates four segments: Diagnostics (molecular and infectious disease testing), Breast Health (3D mammography systems including the flagship 3Dimensions platform), GYN Surgical, and Skeletal Health. Approximately 75% of revenue comes from the U.S., leaving significant international expansion opportunity.
"Hologic is an outstanding global leader in advancing women's health, with a longstanding reputation for groundbreaking and high-quality medical device and diagnostic products," Ram Jagannath, Senior Managing Director at Blackstone, said when the deal was announced. "We have closely followed the Company for many years and long admired the positive impact its life-changing technologies have had for millions of patients worldwide."
Ask Fintool AI AgentWhat It Means for Medtech
The Hologic deal signals continued private equity appetite for healthcare assets despite higher interest rates and tighter credit markets. The transaction represents the fifth—and by far the largest—PE take-private in medical devices during 2025, according to industry analysts.
"We view this as generally positive for the sector as it adds to the pool of acquirers but also will result in stronger businesses if/when they re-emerge as public assets," BTIG analyst Ryan Zimmerman noted when the deal was announced.
For Blackstone ($1.2 trillion AUM) and TPG ($261 billion AUM), Hologic represents a bet on:
- Recurring revenue: Essential breast cancer screenings and diagnostics create predictable cash flow
- Operational improvement: Margin expansion potential under private ownership without quarterly earnings pressure
- International growth: Significant expansion opportunity outside the U.S.
- Innovation runway: Freedom to invest in long-term R&D cycles for next-generation diagnostics
What to Watch
With regulatory and shareholder approvals secured, the deal is now subject to satisfaction of remaining customary closing conditions. Key dates ahead:
- March 3, 2026: Hologic reports Q1 fiscal 2026 results (the company has not held earnings calls during the pending transaction)
- March-April 2026: Expected closing window
- Post-Close: CVR payments contingent on Breast Health revenue targets in FY 2026 and FY 2027
Goldman Sachs advised Hologic with Wachtell, Lipton, Rosen & Katz as legal counsel. Citi advised the Blackstone-TPG consortium with Kirkland & Ellis as legal counsel and Ropes & Gray handling healthcare regulatory matters.
Ask Fintool AI AgentRelated Companies: Hologic+0.28% · Blackstone+1.31% · TPG-0.11%