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Gen-Probe (NASDAQ:GPRO)

Q1 2012 Earnings Call

April 30, 2012 8:15 am ET

Executives

Deborah R. Gordon - Vice President of Investor Relations

Robert A. Cascella - Chief Executive Officer, President and Director

Glenn P. Muir - Chief Financial Officer, Executive Vice President of Finance & Administration and Director

Carl W. Hull - Chairman, Chief Executive Officer and President

Analysts

William R. Quirk - Piper Jaffray Companies, Research Division

Bill Bonello - RBC Capital Markets, LLC, Research Division

David R. Lewis - Morgan Stanley, Research Division

Doug Schenkel - Cowen and Company, LLC, Research Division

Isaac Ro - Goldman Sachs Group Inc., Research Division

Amit Bhalla - Citigroup Inc, Research Division

Quintin J. Lai - Robert W. Baird & Co. Incorporated, Research Division

Richard Newitter - Leerink Swann LLC, Research Division

Nandita Koshal - Barclays Capital, Research Division

Brian Weinstein - William Blair & Company L.L.C., Research Division

Sara Michelmore - Brean Murray, Carret & Co., LLC, Research Division

Peter Lawson - Mizuho Securities USA Inc., Research Division

Operator

Good day, everyone, and welcome to the Hologic to acquire Gen-Probe Conference Call. Today's conference is being recorded. At this time, it is my pleasure to turn the conference over to Deb Gordon, VP of Investor Relations, Hologic. Please go ahead.

Deborah R. Gordon

Thank you, Nicole, and good morning. My name is Deborah Gordon, Vice President of Investor Relations at Hologic, and let me start by thanking you for joining us on short notice for this morning's conference call. On this call, we will briefly discuss Hologic's second quarter fiscal 2012 and Gen-Probe's first quarter 2012 results. We will then spend a majority of our time discussing the very exciting news announced in a separate press release this morning about the combination of Hologic and Gen-Probe. Please note, the replay of this call will be archived on Hologic's and Gen-Probe's respective websites through Friday, May 18. In addition, please note that the press releases and the presentations we will be reviewing on today's call are available in the Investor Relations sections of each company's website.

Before we begin, I would like to inform you that certain statements made by Hologic and Gen-Probe during the course of this call may constitute forward-looking statements. These statements involve known and unknown risks and uncertainties that may cause the actual results to be materially different from any future results implied by such statements. Such factors include those referenced in Hologic's and Gen-Probe's safe harbor statements in their respective quarterly earnings releases and the joint announcement, all issued this morning and in the company's filings with the Securities and Exchange Commission. Also note, during this call, we will be discussing certain financial measures not prepared in accordance with Generally Accepted Accounting Principles or GAAP. A reconciliation of these non-GAAP financial measures to the related GAAP financial measures can also be found in both Hologic's and Gen-Probe's earnings releases, including the financial tables in the releases.

[Operator Instructions] On the call today is Rob Cascella, Hologic's President and Chief Executive Officer; Glenn Muir, Hologic's Executive Vice President and Chief Financial Officer; and Carl Hull, Gen-Probe's Chairman of the Board and Chief Executive Officer. I would now like to turn the call over to Rob Cascella. Rob?

Robert A. Cascella

Well, thank you, Deb. Good morning and thank you, all, for joining us on our call to discuss the combination of Hologic and Gen-Probe. As you have seen, this morning, we announced Hologic will be acquiring all of the outstanding shares of Gen-Probe for $82.75 per share in cash. The combination was unanimously approved by the Boards of Directors of both companies and will create a leading Diagnostics franchise focused on women's health. As you know, Gen-Probe is a leader in Molecular Diagnostic products and services that are used to diagnose human diseases, screen donated human blood, ensure transplant compatibility and aid in biomedical research. We believe Gen-Probe is an ideal partner and strategic fit to Hologic's existing Diagnostics business and that this combination complements our focus on women's health and adds diversification to our portfolio of leading products.

I'm very pleased to be joined by Carl Hull, Gen-Probe's CEO, to discuss the rationale and exciting opportunities resulting from this transaction. Before we get into the details of the transaction, Glenn Muir is going to briefly take you through our Q2 results, which were separately announced this morning. Carl will then walk through Gen-Probe's quarterly results as well, which were also announced this morning. We will then turn to the details of the transaction. Glenn?

Glenn P. Muir

Thanks, Rob. Consolidated revenues of $471.2 million in the quarter increased $32.5 million or 7.4% from last year and were within our guidance range. We saw growth in all 4 operating segments, marking the fourth consecutive quarter in which all business segments have contributed to year-over-year growth. The FX impact this quarter was immaterial.

Turning to our operating segments, Breast Health revenues increased $12.8 million or 6.2% from last year. Product revenue growth this quarter continued to benefit from the ongoing shift to our Dimensions mammography product line from the existing installed base, the Selenia system. Our Dimensions line continues to gain traction and represented 67% of digital mammography revenue and 57% of units this quarter. Tomosynthesis upgrades represented approximately 20% of total tomo unit sales in Q2. Our target continues to be to ship 500 to 700 tomo systems in the U.S. within the first 2 years of our approval. We are well on our way after one year. We are now at 35% of our goal, and we continue to expect that we will be at 60% of the way there by the end of this fiscal year.

Our Diagnostics segment was the largest contributor to consolidated revenue growth, with an increase of $13.6 million or 9.8%. Approximately 55% of segment growth this quarter came from our core Diagnostics businesses, primarily our ThinPrep pap test, with the balance coming from our Molecular Diagnostics product line. Diagnostic sales growth benefited from our acquisition of TCT in China last year. This is the third full fiscal quarter we have owned TCT and results remain ahead of our original internal projection. We continue to expect close to 20% annual revenue growth from TCT in fiscal 2012.

Our molecular business, specifically our Cervista HPV line, increased close to 20% year-over-year and represented approximately 1/4 of the segment's total organic growth this quarter. Our GYN Surgical segment contributed nicely to results, with year-over-year revenue growth of $5.7 million or 8%, driven by strong sales of our Myosure line, which grew 45% on a sequential quarterly basis, helped to offset slight weakness in both our NovaSure and Adiana lines.

And now for a brief review of second quarter performance on the rest of the P&L, gross margins on a non-GAAP basis were 61.2%, up 30 basis points year-over-year and below the low end of our guidance range. Despite improved margins year-over-year in 3 of our 4 operating segments this quarter, overall results relative to our expectations were pressured by the mix shift, capital equipment sales. However, we did make up with this with our operating leverage. Our non-GAAP operating expenses increased $9.8 million or 7.1%. This is below our guidance range of $150 million to $155 million. We continue to target opportunities to limit the growth in operating expenses to improve our margins. And the fully diluted non-GAAP EPS was $0.33 this quarter, up 10% from $0.30 in Q2 of last year and in line with our guidance. We continue to generate strong free cash flows and ended our quarter with cash of $855 million, an increase of $142 million from the end of fiscal 2011 and up $61 million sequentially. We generated approximately $82 million in free cash this quarter, a slight decline from $97 million last quarter, mainly due to the timing of tax payment. Working capital improvement continues to be a main focus of ours. In particular, we are pleased with the improvement on our inventory turns and with our overall accounts collection this quarter, which resulted in worldwide DSOs decreasing one day from last quarter.

Now moving onto guidance. For Q3, our June quarter, we expect revenues of $475 million to $480 million, representing growth of 5% to 6% year-over-year. Our guidance assumes constant foreign currency rates with the end of this last quarter Q2. On a noncash basis, we expect gross margins of 62% to 62.5%, operating expenses of $150 million to $155 million, interest expense of approximately $10 million and an effective tax rate at 34%. All of this results in an expected non-GAAP EPS of approximately $0.34. On a standalone basis for fiscal 2012, we are reaffirming total revenue guidance in a range of $1.9 billion to $1.925 billion, which represents growth of approximately 6% to 8%. We are also reaffirming the margin and expense guidance we provided last quarter and which is highlighted in our investor presentation. For EPS, we continue to expect $1.36 to $1.38 per share, which implies growth of 8% to 10% year-over-year. Now I'd like to turn the call over to Carl for a review of Gen-Probe's first quarter '12 financial results. Carl?

Carl W. Hull

Well, thank you, Glenn, and thank you, Rob, and good morning, everyone. Before moving to our financial results, I would like first to say that this is an exciting day for Gen-Probe, our employees and our customers. The all-cash transaction announced this morning with Hologic delivers immediate value for our shareholders and represents an outstanding opportunity for our business. The Gen-Probe Board of Directors unanimously determined that this transaction is in the best interest of our shareholders and offers compelling cash value at a premium to their shares. Together, Gen-Probe and Hologic will be well positioned to offer a broad range of Diagnostic products in women's health, with an even stronger focus on the dynamic molecular diagnostics market.

As Rob will discuss, this transaction provides compelling benefits for the customers of the combined company and all employees will benefit as part of a larger diversified organization, with the necessary scale and resources to be a leader in today's rapidly evolving global health care marketplace.

As for the first quarter 2012 financial results, I'm pleased to report that Gen-Probe is off to a strong start. Both revenues and earnings in the first quarter exceeded our guidance. I will discuss our first quarter results on a non-GAAP basis. Product sales were $150.1 million in the quarter, up 9% compared to the prior year period. This solid growth in product sales led to total revenues of $153.4 million in the quarter, which exceeded the forecast of $148 million to $152 million that we provided in our last call in February. The strong top line performance during the quarter resulted in non-GAAP earnings per share of $0.55, which also exceeded our last guidance range, which was $0.48 to $0.52. Clinical diagnostic sales were $94.9 million, up 7% compared to the prior year period. Our APTIMA Combo 2 assay for detecting Chlamydia and Gonorrhea, continued its long record of strong performance, growing at a low teens rate worldwide compared with the prior year period, once again, as a result of market share gains. With APTIMA Combo 2 serving as a solid foundation for our women's health franchise, we are excited to be in the early stages of commercializing 2 newer products we expect to drive the long-term growth of the business.

During the quarter, we saw accelerating adoption of our APTIMA Trichomonas assay, the only amplified molecular test on the market for this parasitic STD. As you will recall, our Trichomonas assay can test the same samples collected for the APTIMA Combo 2 assay and runs on the same TIGRIS systems. Although we are still in the early days of launch, we are also optimistic about the prospects for APTIMA HPV to be a significant growth driver in the future. We believe our message of best-in-class specificity, coupled with best-in-class automation, is generating significant interest among our lab customers. This month, we submitted a PMA for our APTIMA HPV genotyping assay. We expect the launch of this product in 2013 as a complement to our screening assay for those physicians and labs interested in identifying genotypes 16 and 18/45. Rounding out our discussion of clinical diagnostics, we mentioned on our last call that Prodesse revenues were impacted by a mild flu season, and that was also the case in the first quarter. Revenues were down a few million dollars year-over-year, and you will likely notice the effect on product gross margins as our influenza products are highly profitable. Turning to the Diagnostics pipeline, we are preparing to build on the success of our well-established TIGRIS system with the launch of our automated, fully integrated PANTHER in the U.S., which is pending FDA approval. We believe we're in the very last stage of the FDA review and are optimistic that PANTHER will be approved in the first half of 2012, although there obviously can be no guarantees. And we believe [ph] we expect to launch PANTHER with our APTIMA Combo 2 assay for detection of Chlamydia and Gonorrhea, and we have programs underway to expand the menu aggressively.

Now let's turn to blood screening revenue in the first quarter. Sales were $52.5 million, up 12% compared to the prior year period. This resulted primarily from increased shipments of both assays and instruments to Novartis, our [indiscernible] partner in blood screening. Compared to the prior year period, almost half the growth this quarter came from increased instrument orders. We believe the fundamentals of our blood screening business remains strong, and we are encouraged by potential growth opportunities in emerging markets, especially Asia. With a strong start to the year overall, multiple new assay launches and the anticipated approval of our PANTHER system, we are excited about our prospects for sustaining growth in 2012 and beyond.

Now let me turn to quarterly expenses, which I will discuss on a non-GAAP basis. The corresponding GAAP results are in our press release. Gross margin on product sales was 65.1% in the first quarter compared to 69.7% in the prior year period. This decrease was attributable to a few things: including increased sales of the low margin instruments to our blood screening partner, Novartis; some onetime manufacturing variances; and lower sales of our high-margin Prodesse influenza products. Research and development expenses for the first quarter were $28.6 million, down 1% compared to the prior year period. Marketing and sales expenses in the first quarter were $19 million, up 15% compared to the prior year period, due mainly to expansion of our women's health commercial infrastructure to support anticipated sales growth. General and administrative expenses were $17.8 million in the first quarter, 6% higher than in the prior year period, mainly due to increased litigation expenses. Total other income in the first quarter was $2.1 million, an increase of $1.7 million, primarily attributable to higher net realized gains on sales of marketable securities.

So altogether on the bottom line, we posted $0.55 of non-GAAP earnings per share in the first quarter, which was comfortably ahead of the guidance we gave in our last call.

Now I'd like to turn to a brief discussion of our 2012 financial guidance, which we are simplifying due to our pending acquisition by Hologic. As a reminder, our guidance is on a non-GAAP basis. We remain on track to achieve the 2012 full year revenue and earnings goals that we outlined in our February call. As a reminder, these targets calls for total revenues of between $630 million and $655 million and fully diluted earnings per share of between $2.50 and $2.68 on a non-GAAP basis. For the second quarter of 2012 specifically, we forecast the revenues will increase by a couple of million dollars sequentially compared to the first quarter of 2012, and that earnings per share will total between $0.55 and $0.58 on a non-GAAP basis.

Now I'd like to turn the call back over to Rob.

Robert A. Cascella

Thank you, Carl. Well, this is truly an exciting day for all of us at Hologic and Gen-Probe. As you can see from our agenda, on Slide 4, the remainder of today's call will focus on the transaction summary, strategic rationale, financial highlights and next steps for our companies. We will then open up the line for questions.

Turning to Slide 5. Hologic and Gen-Probe are a compelling combination, driving enhanced growth through strong marketing and distribution, an excellent product portfolio and continued investment in R&D. This is an exciting opportunity for the shareholders, customers and employees of both companies. Specifically, this transaction combines best-in-class technology with strong market presence and global distribution to more effectively target the rapidly growing molecular diagnostics market, strengthen Hologic's Diagnostic business through the addition of Gen-Probe's broad product portfolio and automation platforms. More specifically, this gives Hologic critical mass in the molecular diagnostics market and makes Hologic the largest diagnostic company focused on women's health. It enables Hologic's direct sales and dealer network internationally to further drive adoption of Gen-Probe's tests in both developed and emerging markets around the world. It will deliver compelling economics with a strong growth and margin profile, and it is expected to be $0.20 accretive in Hologic's adjusted earnings per share in the first fiscal year following the close of the transaction and significantly more accretive thereafter. It is also expected to be accretive to top and bottom line growth rates. And finally, to generate significant cash flow, allowing rapid deleveraging of acquisition debt.

Moving to Slide 6. As I mentioned earlier, under the terms of the transaction, Hologic will acquire all of the outstanding shares of Gen-Probe for $82.75 per share. The total enterprise value of the transaction is approximately $3.7 billion, including the assumption of debt. This is an all-cash transaction that will be funded through available cash and additional financing through term loans and high yield securities. We expect the transaction to close in the second half of 2012, subject to approval by Gen-Probe's shareholders, as well as other customary closing conditions, including HSR and other necessary foreign clearances. We believe the only jurisdictions to review the transaction are the United States and Germany.

Now for a deeper dive into the compelling strategic rationale for this transaction. Slide 8 demonstrates at a high level how Gen-Probe's portfolio fits very well with Hologic's area of focus in screening and diagnostics, with an emphasis on women's health. The transaction builds upon Hologic's existing capabilities by adding Gen-Probe's portfolio of molecular diagnostic tests for STDs. The transaction allows us to utilize Gen-Probe's superior automation platforms of TIGRIS and PANTHER, as well as the APTIMA line of Chlamydia and Gonorrhea tests, and newer [ph] assays for HPV and Trichomonas testing. In addition, Gen-Probe's PROCLEIX line of HIV, HPV and West Nile Virus blood screening products allows Hologic to participate in a large market with an attractive financial profile and potential for international growth. This transaction also moves Hologic into the adjacent diagnostic markets of organic transplant and infectious disease. These are new markets for Hologic that also offer new opportunities for growth. The combined business will have the ability to accelerate innovation and bring important new products to markets sooner than either company could achieve on its own.

Turning to Slide 9. This transaction enables us to offer a combined class-leading cervical cancer screening solution, with Cervista playing a key role serving lower volume hospitals and cytology labs, while APTIMA HPV running on the TIGRIS and PANTHER platforms will serve high-volume customers benefiting from automation and menu. This bifurcated market approach will also play a valuable role in international markets to address both centralized and decentralized lab models. So how does it all come together?

Turning to Slide 10. We will have a highly complementary combined sales and marketing organization. In addition to merging of laboratory sales promoting our entire portfolio of diagnostic products, Hologic's physician sales team will be instrumental in growing test utilization, driving compliance and communicating screening guidelines, all to increase overall organic growth.

Now to turn to Slide 11. Consistent with Hologic's international expansion strategy, we intend to grow our Gen-Probe's products in markets where training and support infrastructure already exist. Internationally, the sales of Gen-Probe's products will be driven by a sales force with nearly 400 direct representatives and 135 dealers around the world. We believe Hologic's strong presence in China alone represents an outstanding opportunity for future growth.

I will now hand the call back over to Glenn to speak in detail about the financials and then I'll come back and talk about integration. Glenn?

Glenn P. Muir

Thanks, Rob. Turning now to the financial highlights on Slide 13. The transaction is EPS accretive, accelerates our growth, diversifies our revenue, provides significant synergies and enhances our cash flow. Through this transaction, we are poised to create significant long term value for Hologic's shareholder. If you'll turn to Slide 14 with me, I'll walk through each of these in more detail. Gen-Probe employs approximately 1,400 people, with projected revenues for 2012 estimated between $630 million and $655 million. The projected annual pro forma LTM revenue of the combined company is expected to total approximately $2.4 billion, with combined adjusted EBITDA of approximately $822 million. We expect the combination to be $0.20 accretive to Hologic's non-GAAP earnings per share with the first full year after close.

Turning to Slide 15. Gen-Probe has a consistent track record of growth. From 2007 to 2011, Gen-Probe's revenue increased 9.4% on a compounded annual growth rate, and their adjusted EBITDA increased 9.5%. This transaction will accelerate our top and bottom line growth. In addition, we think our combined company will be poised for sustained growth given the strength of our current product portfolio, our international coverage, attractive opportunities for expansion, the incremental upside we expect to achieve from cross-selling opportunities and our continued commitment to investing in R&D in order to drive innovation.

As you can see on Slide 16, the combined company will have a diversified portfolio of products, with the core focus on Diagnostics and women's imaging. On a pro-forma basis, 50% of our revenue will be in Diagnostics, 38% in women's imaging and 12% in surgical. Our Diagnostics business will be focused on the highest volume screening diagnostic tests in the market. As you can see, our emphasis continues to be on women's health, accounting for 86% of the combined company's pro forma revenue.

Turning to Slide 17, we believe this transaction will create compelling synergies. We expect that we'll be generating annual cost synergies of approximately $75 million within 3 years following the close of the transaction, $40 million in cost synergies anticipated in year one. Synergies include cost efficiencies, overhead consolidation and shared resources. And as I mentioned earlier, we expect this transaction to be financially accretive to cash earnings per share within the first 12 months of closing.

Turning now to Slide 18 and taking a look at our balance sheet. As we always have, we are taking a disciplined approach to our balance sheet. Post-transaction, Hologic will continue to be in a strong liquidity position, with over $600 million of cash and pro forma net leverage of 5.3x. By the end of fiscal 2012, this September, we expect net leverage to drop to just under 5x. Looking to the graph, combined company expects to have strong operating cash flow, which will be used primarily to reduce debt. And importantly, we expect Hologic to return to pre-transaction debt levels within 3 years.

With that, I'll turn the call back to Rob.

Robert A. Cascella

Thanks, Glenn. In terms of next steps on Slide 20, our management team is focused on a quick and seamless transition for Hologic, Gen-Probe and our combined customers. Following the close of the transaction, Gen-Probe will become a wholly-owned subsidiary of Hologic. We also intend to retain Gen-Probe's senior management, maintain a significant presence in San Diego. A dedicated project integration planning team will be put in place, and we expect a smooth transition. Well, in summary, the combination of these 2 companies creates a formidable presence in the molecular diagnostic market, accretive to growth, margins and earnings, this addition to Hologic will create the largest diagnostic company focused on women's health. Hologic will now be a market leader in the testing of STDs, as well as having access to several new adjacent growth markets. Strong synergies will enhance the already attractive earnings and cash flow profile of the combined business.

We will now be pleased to take questions as time permits. We would like to stay focused on the combination of Hologic and Gen-Probe and keep the Q&A session focused on the transaction. If you have questions about the results and outlook announced today, please contact the respective IR departments of Hologic and Gen-Probe after the call. Thank you. With that, I'll turn the call back to the operator.

Question-and-Answer Session

Operator

[Operator Instructions] And we'll take our first question from Bill Quirk with Piper Jaffray.

William R. Quirk - Piper Jaffray Companies, Research Division

First off, I guess a question would be, I guess, can you elaborate perhaps a little bit on HPV given obviously both companies have a test here. And then also, just kind of what happens to some of the non-PMA products like the LIFECODES business and legacy Prodesse?

Robert A. Cascella

With respect to the HPV product line, as we indicated in the -- in one of our slides, Bill, we really are looking at this as a bifurcation strategy, where we'll approach the higher end high volume segment of the market with the Gen-Probe assays and automation and really use Cervista in the low to mid-tier, where we have had great traction and great success. In addition to that, we believe that the o-U.S. market, those that are decentralized, is a great market opportunity for Cervista. And as those markets consolidate, we see the transition to APTIMA as being appropriate as well. So it is really a combination strategy that allows us to use both assays in a most effective way.

William R. Quirk - Piper Jaffray Companies, Research Division

And then on the second part of the question?

Robert A. Cascella

On the second part of the question, repeat please?

William R. Quirk - Piper Jaffray Companies, Research Division

What do you do with some of the non-PMA businesses, Rob, like the LIFECODES HLA business and Prodesse?

Robert A. Cascella

Yes, we're going to continue to maintain those. It's early on in the transaction, but we think that there's strong opportunities in those markets and with those technologies, and we view that, although outside of our core focus on women's health, we would like to exercise those to their fullest.

Operator

Our next question will come from Bill Bonello with RBC Capital Markets.

Bill Bonello - RBC Capital Markets, LLC, Research Division

Just a question, I guess to both Rob and Carl about the way you see the HPV market playing out and if that influenced this deal at all. Initially, we've been thinking that HPV would be a decision completely left to the labs and then it seems like maybe the big labs are thinking it's going to be a little bit more of a physician preference call, and just curious if you guys are thinking that and if that impacts the value or why you did the deal at all?

Carl W. Hull

Bill, it's Carl. I think it's a great question and obviously, we thought a lot about that. To me, it's the best of both worlds, right? You don't have to take a position on which part of that thesis is correct. Is it the lab driving it? Or is it the physician driving it? We have a unique opportunity now in this combination to cover both ends of the spectrum, and we will do so in ways that meet the needs of both of those important segments of customers. Rob, I don't know if you care to add anything to that?

Robert A. Cascella

I think that's very accurate, and we're very optimistic that we can drive compliance, as well as utilization with our physician sales team and really leverage the already wonderful presence that Gen-Probe has at the lab front.

Operator

Our next question will come from David Lewis with Morgan Stanley.

David R. Lewis - Morgan Stanley, Research Division

Two quick questions. Glenn, you talked a lot about accretion on the call, but I wonder if you could help us understand how you see the return on invested capital and IRR of this transaction at years 3 and 5 would be helpful. A little more granularity versus accretion. And the second question is maybe for Carl and Rob. In terms of the blood screening business, which obviously drives a vast majority or significant portion of Gen-Probe's profitability, could you just help us understand how that business is strategic to Hologic?

Glenn P. Muir

David, let me start off with that question if I could then. I think accretion is an important part of the component here. We've really focused, I think, initially on how quickly we become accretive with this combination, which is in part, exciting to us. But it doesn't just stop at the first year. It becomes even more accretive as the companies work together going into years 2 and 3. So there's a lot of effort around that area. When it comes to our return on invested capital, I mean we haven't really changed our focus on what's important to us as far as ensuring we have very positive NPV deals that we look at, the desired return, and we've talked a little bit about that before. It might be too early to get into that on this call. But this fits all the parameters that we normally look at, and in addition, provides all the strategic benefits of kind of enhancing our growth profile. So for us, we're pretty excited about the financial return.

Robert A. Cascella

And David, with respect to the blood screening business, absolutely, not a part of the women's health focus, but a very stable, very profitable business from a U.S. perspective, and we truly believe that on an o-U.S. perspective, as national screening programs begin to emerge in some of the, the now developing markets, we think there's opportunity for strong growth in that area as well. So over time, we believe that it will be a strong contributor to both top line and bottom line.

David R. Lewis - Morgan Stanley, Research Division

Glenn, I'm sorry, I just want to come back again to returns. So can this transaction get, let's say, a 10% return back to shareholders in 3 to 5 years or are we just too early to think about returns to shareholders?

Glenn P. Muir

Yes. I'm going to defer that one a little bit, David. The returns that we're looking for, I think, and what we're able to enhance the growth profile of Hologic would lead one to believe we could get into those territories, but we're way too early to really spend any time on that, if we could.

Operator

Your next question will come from Doug Schenkel with Cowen & Company.

Doug Schenkel - Cowen and Company, LLC, Research Division

So Carl, you've been pretty consistent in asserting that even after a series of recent product approvals, that Gen-Probe is still in a period where you need to continue to invest. On the R&D side, you've talked about the need to continue building out the menu and on the SG&A side, you've talked about the need to support the rollout of new products. And I think you've specifically said appropriately that you'll only get the chance at an initial launch once. So with that in mind, what's the right way to think about Gen-Probe's spend in the near term and then after the deal? And in the meantime, what steps are you taking to make sure that no one at Gen-Probe is taking their eye off the ball in the early innings of these new launches?

Carl W. Hull

You bet. And very good questions. I'll try to cover them all. First of all, with respect to both menu and R&D opportunities, I think it's very clear that those opportunities remain in front of the combined company, and I know that we will pursue them as aggressively as possible. You heard Glenn mention a focus on NPV positive projects, and that has been the driver for Gen-Probe as well. So I think our approaches to the management of our R&D spend will be consistent and similar. There may be some opportunities for synergies and as we think about R&D, especially as we look at sample types and how we get sample types approved for our new products, and we'll address those as we come to it. I think on SG&A, the story is probably a little bit different, right? We were pursuing a path as an independent company with very limited presence outside of the United States and Europe, as you know. This transaction gives us access to a very well established network of Hologic's distribution capabilities across the world. I think the number that was mentioned earlier, about 150 countries in operations. That's going to be a huge benefit for us and will of course result in us post the integration, not having to make those incremental investments. We will clearly manage the business up and to the time of closing with a focus on doing everything we need to do to maximize our returns short term. And I can assure you that my management team will be incredibly tightly focused and continuing to do what they've been doing, which is launch the new products successfully. We began that process with a call last evening and that is the central point in all of our employee communications on a go-forward basis.

Operator

Our next question will come from Isaac Ro with Goldman Sachs.

Isaac Ro - Goldman Sachs Group Inc., Research Division

Can you guys maybe address going forward how you guys look at distribution in regions where both companies had limited reach, specifically in emerging markets? And then secondly, if we could talk a little bit about the strategy for -- actually, let's leave it at that for now. Sorry, I lost the second question.

Robert A. Cascella

Yes, Isaac, thanks a lot. Really what we intend to do is leverage the products of Gen-Probe with the existing distribution that Hologic currently has. I mean, we have 500 people in China today and a direct sales operation, we are direct throughout all of Europe and have an infrastructure of training, applications and support people around the world. So the rationalization is a very simple one. Gen-Probe's early on in that development. So what this does is really accelerate the market penetration of their products with a ready-made distribution channel and an infrastructure to support them.

Carl W. Hull

And to put a finer point on Rob's observation. In China, Gen-Probe now has 2 people. So you can see the immediate opportunity.

Isaac Ro - Goldman Sachs Group Inc., Research Division

That's very helpful. Second question was just you guys have made a sizable investment here in Diagnostics. If we look at the other parts of the portfolio, specifically surgical, I always thought of that as being one where there was lots of opportunity. How does this transaction impact the timing or pace with which you might pursue other opportunities just given the leverage you guys will have coming out of this transaction?

Robert A. Cascella

It's a bit early to talk about other things at this point. Obviously, we think we have strong organic growth profiles in all of our businesses today. And obviously, we'll at some point when it's appropriate, keep an open eye for new technologies. But for the time being, it's really all hands on deck to complete the integration of this business and rationalization of resources in product lines.

Operator

[Operator Instructions] We'll move next to Amit Bhalla with Citi.

Amit Bhalla - Citigroup Inc, Research Division

My question is for Rob. Rob, can you just take a step back a second and just talk about the state of the underlying Hologic business today and why the need to do the transaction today? And just compare it and contrast it to the past large transaction, the Cytyc deal. So if you could touch on those, that would be helpful.

Robert A. Cascella

A great point. Look, I think what we have said in the past was that we wanted to build a Diagnostic business that had the same growth profile as our Breast Health business. And what this transaction does is really enable that. We think the Breast Health business is poised for explosive growth as a result of tomosynthesis, and what we are trying to do is get all 3 of our major segments on that same trajectory. So with the addition of this product line and these products, we feel that we're positioned to now have a high-growth molecular business and overall Diagnostic business as well. Differently than the Cytyc transaction entirely in that Cytyc was about creating a new vertical and a vertical that allowed us to have a diversification platform. What Gen-Probe brings, and I don't want to state this in a reckless way at all, is that this a large tuck-in. This is very consistent with our Diagnostic business. It is a major acquisition, but it is absolutely in line with the products and the infrastructure that we've already created. All that this simply does is give us the automation and menu that we need in order to grow that market more quickly. And that, in summary, is the benefit of it.

Operator

Our next question will come from Quintin Lai with Robert W. Baird.

Quintin J. Lai - Robert W. Baird & Co. Incorporated, Research Division

Could you maybe kind of recap, when did the 2 of you begin talking? And then Carl, we're getting questions about, are there other suitors? Were there other suitors as you were looking at all the options?

Carl W. Hull

Yes, Quin, look, Rob and I have known each other for a long time now, and we have looked for opportunities to work together in the past. I would just tell you that Rob reached out, and we had a discussion -- really that began this spring. So it's come together very rapidly. With respect to other speculation, I can't possibly go there. I can just tell you that we are extremely happy with this transaction, and the board feels that we've delivered a full and fair value to our shareholders. So that's one of the reasons that we're here today.

Operator

Our next question will come from Rich Newitter with Leerink Swann.

Richard Newitter - Leerink Swann LLC, Research Division

Just if you could, Glenn, maybe just elaborate a little bit more on the cost synergies. Can you give us a little bit better picture of where exactly the initiatives are going to be upfront to drive first, that $40 million in the first fiscal year post-acquisition? And then to get to that $75 million number. Is it more in the cost infrastructure, consolidation, should we expect more of it in SG&A?

Glenn P. Muir

Rich, let me try to help. I mean, we've done a very careful review of all the synergies between the 2 companies, and I'm afraid we're probably not going to be able to be very specific at this time. But the cost efficiencies that we're thinking about are in a number of different areas. I mean, some of them are -- could be fairly obvious, with cost efficiencies between the companies, overhead consolidation and all of these areas will be looked at. But I do want to point out that the $40 million, especially for the first year, we're extremely comfortable with where that's coming from. And that's on the cost side. And I think in addition to the cost synergies, we can't lose sight of the many revenue synergies that are out there today as well. As we go into some of these new territories that'll provide higher growth with the combined operation. And we really, for purposes of that synergy calculation, they were not factored in. So I think when we get beyond the first year, I think we'll probably begin to see more powerful synergies flow through.

Operator

Our next question will come from Nandita Koshal with Barclays Capital.

Nandita Koshal - Barclays Capital, Research Division

Rob, maybe to begin with, obviously the path in HPV complementarity are key to this transaction. Just wondering how that infrastructure looks like on a combined basis and how Gen-Probe's STD business, the CT/NG, the Trichomonas piece has sort of fit in there. How does that division look, that specific slice of the division?

Robert A. Cascella

I think that it's -- obviously we believe that it's an excellent fit. We think that what we now have is a complete portfolio or menu in STDs. We get to utilize Cervista, as I said earlier, in a segment of the market that we think it is best served and move to the upper end of the market with a complete portfolio of products in addition to our ThinPrep pap test. So at the end of the day, it is about automation and menu that is ideally targeted for the profile of a given customer, and we have the complete spectrum of products now to be able to satisfy whatever the individual customer need is and whatever stage of either market centralization or decentralization we approach. So we feel, ideally, that this product gives us a little bit more horsepower and diversification to be able to meet customer needs.

Nandita Koshal - Barclays Capital, Research Division

I guess I meant more sort of the go-to-market strategy, the sales forces on a combined basis, the touch points, et cetera, like how does that access to market change? Because that's obviously a key portion of the synergies between the 2?

Robert A. Cascella

Yes. We think that the real advantage is the combination of our laboratory sales force. So we'll have greater numbers with very, very experienced people in both molecular and cytology calling on labs. But more importantly, we sincerely believe that the addition of our physician sales force, which is something that Gen-Probe did not have, and that's 90 people in the United States alone, will drive practice patterns. We believe if we can drive utilization, we can drive compliance. When you think about the CT/NG market, it's 38% penetrated as a result of really not a lot of activity encouraging physicians to promote compliance. So we think that the strategy overall, is to take a physician sales team, our physician sales team, and drive growth organically in the existing markets that we have and drive preference to some of our new assays like Trichomonas and our HPV assays.

Nandita Koshal - Barclays Capital, Research Division

And on the labs side, I imagine Gen-Probe's infrastructure is really the more developed and mature one?

Carl W. Hull

Well certainly, Nandita. We've been in the molecular lab for now some 25-plus years. Our customer-facing resources, which include the salespeople and the technical support and field service engineers are incredibly well experienced in the molecular laboratory and are able to serve the needs of those customers, we believe, in a fashion that's unequaled in the marketplace today. So we're very pleased to be able to expand their reach as Rob indicated and support their efforts with physician-driven demand.

Operator

Our next question will come from Brian Weinstein with William Blair.

Brian Weinstein - William Blair & Company L.L.C., Research Division

Kind of going back to maybe what was touched on a little bit ago, but I'm curious, to Rob and Glenn, with the process that was allegedly in place a year ago, were you guys there a year looking at it? If not, why not? And if so, what changed that got you to the point where you guys could get to agreement now?

Glenn P. Muir

Brian, we're going to have to hold back. We really can't comment on last year. But I think through our discussions and as we look at the marketplace that we're in, I think this fits into our overall strategic profile of what we've talked about as far as trying to expand within the women's health franchise and really builds upon that platform Rob talked about that we almost 5 years ago set up with Cytyc and now trying to expand to get the synergies. And , it just so happened that all this -- much like 5 years ago, all the stars were aligned to make this happen as it did today.

Operator

Sara Michelmore with Brean Murray has our next question.

Sara Michelmore - Brean Murray, Carret & Co., LLC, Research Division

Maybe a question for Rob, you kind of talked around it. But I understand the strategic rationale behind building up the Diagnostic business. But you still have a really good opportunity on the Breast Health business, and I'm just wondering, in terms of timing of the transaction, why this made sense to diversify the revenue base now as you're kind of heading into the sweet spot of Breast Health tomo therapy cycle?

Robert A. Cascella

Yes, and good question. It goes without saying, we're very, very bullish about our Breast Health segment. I feel, as if I have an obligation to grow the entire business. And as a result of that, we have been looking at ways to accelerate the Diagnostic franchise so that it had the same kind of growth profile as the breast business. This is not to take away anything from the significance and the potential of that business to again have explosive growth. And I keep saying that, and I hope that message is clear. We feel very, very optimistic about meeting or exceeding that 60% goal that we talked about at the beginning of the year relative to tomo penetration, that the clinical adoption of the product has been phenomenal. The response in the marketplace is better than any of us could expect and clinical papers are emerging and will be available towards the end of this year as we expected. So view this as we now, wanting to draw our attention to another one of our business segments and brought on the Gen-Probe business as really one of the elements in building Diagnostic so that it performs like Breast Health, not so that it makes up for Breast Health.

Operator

Our next question will come from Peter Lawson, Mizuho Securities.

Peter Lawson - Mizuho Securities USA Inc., Research Division

Rob, just thinking about the portfolio, what should we be thinking about as the right balance between hospital CapEx, surgical, Diagnostics, medical imaging over the next 5 years?

Robert A. Cascella

It's a great question, and I'll comment on first, why we think this is so important in terms of what this business also brings and that is that the emphasis here is that we have a very strong annuitized revenue stream. That's something that we don't have in capital equipment. So with the capital equipment at its current point in time, where we're at the beginnings of a technological succession, we think that, that will drive growth in that segment of the business. What this business will do is provide the continuity of a longer term annuitized revenue stream. So when we look at the mix of our products, we think that 75% to 80% of the business ends up being some level of annuitized revenue, either our service revenue, our devices or now, our Diagnostics. And the remainder of the business will be capital equipment. And that's simply, I think, good business for us. Higher gross margins, much more stable, insulated from some of the market dynamics both here and abroad. And again, I want to keep reminding the group, that is not to take anything away from Breast Health, which we think is going to be the leading product in the company over the years to come.

Thank you very much. We're very, very excited about this transaction, and we certainly would invite you to call our IR groups so that we can answer more questions in a far more detailed manner. We look forward to reporting in the future and are very, very excited to move forward on this transaction. Thank you.

Carl W. Hull

Thank you very much.

Operator

With that, we will conclude our conference call for today. Thank you all for your participation. You may now disconnect.

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