Hologic Names Jonathan Christodoro, Samuel Merksamer to Board, Engaged Burton Drayer as Scientific Adviser
Hologic, Inc. (Hologic or the Company) (NASDAQ: HOLX), a leading developer, manufacturer and supplier of premium diagnostic products, medical imaging systems and surgical products, with an emphasis on serving the healthcare needs of women, today announced the appointment of Jonathan Christodoro and Samuel Merksamer to the Company's Board of Directors, effective immediately pursuant to a settlement agreement with Carl C. Icahn. Mr. Christodoro and Mr. Merksamer are Managing Directors of Icahn Capital LP, a subsidiary of Icahn Enterprises L.P. (Icahn Enterprises) (NASDAQ: IEP). With these additions, the Hologic Board now comprises 11 directors, 10 of whom are independent. Additionally, the Company announced today that it has engaged Dr. Burton Drayer as a scientific advisor to Hologic. Dr. Drayer currently serves as Chairman and Director of the Department of Radiology at The Mount Sinai Medical Center.
"We welcome Jonathan and Sam to the Board of Directors and look forward to working with them to build shareholder value," said David R. LaVance, Jr., Chairman of the Board. "We are committed to fostering long-term growth and we believe we have the resources and leadership in place to achieve this goal. We also believe that Hologic will benefit from having access to Dr. Burton Drayer's expertise and are excited about this new relationship."
"Hologic is a leader in women's health with innovative, market-leading technologies, and the Company is well-positioned to take advantage of multiple opportunities," said Carl C. Icahn, Chairman of Icahn Enterprises. "As members of the Board, Jonathan and Sam will work with the other directors and the management team to enhance the value of the Company for all shareholders. Our record shows that our involvement on boards has often created meaningful value for all shareholders. We hope this will continue with Hologic."
Icahn added, "Given his experience and deep knowledge in medical diagnostics and radiology, I believe that Dr. Drayer will be an extremely valuable resource to the Company going forward."
In a separate press release, the Company also announced today that Stephen MacMillan has been named President and Chief Executive Officer of Hologic and a member of its Board of Directors. Mr. MacMillan succeeds Jack W. Cumming, who was named Chief Executive Officer in July 2013 and previously served in this capacity from 2001 to 2009.
Icahn stated, "We are enthusiastic about and supportive of the appointment of Steve MacMillan as the new CEO of Hologic. He has extensive industry experience and a track record of delivering strong financial results and creating shareholder value. We are confident that Steve is the right person to lead Hologic forward."
Carl C. Icahn, together with his affiliates, beneficially owns approximately 34.2 million shares of Hologic common stock, which represents approximately 12.5% of Hologic's outstanding shares. Mr. Icahn has also agreed to vote the shares he controls in support of Hologic's slate of director nominees at the Company's 2014 Annual Meeting of Stockholders. Mr. Icahn has and his affiliates have also agreed to other customary standstill provisions.
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