SuperSonic Imagine (Paris:SSI)
Pursuant to article L. 225-40 of the French Code de commerce, we inform you of the execution of a English-language Purchase Agreement, entered into between SuperSonic Imagine SA (the "Company"), as seller, and Hologic Inc., an indirect shareholder of the Company holding more than 10% of its share capital, as purchaser, with respect to (i) all the outstanding shares of a subsidiary of the Company located in the United States, SuperSonic Imagine Inc., and (ii) a receivable held by the Company against said subsidiary. The price of the transferred shares and receivable, the nominal value of which is €21,891,000, has been valued at €2,718,000 pursuant to a valuation report issued by PricewaterhouseCoopers, subject to a potential upward adjustment if the receivable amount increases.
The abovementioned purchase agreement has been entered into in order to monetize a receivable whose repayment was uncertain and improve the global commercial performance of the group to which the Company and Hologic Inc. belong, it being specified that the transferred subsidiary, SuperSonic Inc., has been incurring losses regularly.
The purchase agreement has been entered into under the following main conditions:
- Purpose: transfer of all the issued and outstanding shares of SuperSonic Imagine Inc. and of a receivable held by the Company against SuperSonic Imagine Inc.
- Date: December 27, 2019.
- Purchase price: €2,718,000, subject to the abovementioned upward adjustment.
- Jurisdiction: Court of Chancery of the United States. If the Court of Chancery lacks subject matter jurisdiction, (i) any court of the State of Delaware situated in New Castle County or (ii) the United States District Court for the District of Delaware.
- Applicable law: Delaware law.