Hologic replaces CEO, adds directors in Icahn deal

For Carl Icahn and his allies, acquiring 12.6% of Hologic ($HOLX) shares gave them enough leverage to start getting their way. As part of an agreement with Icahn, the company added two new independent directors and replaced its CEO.

CEO Jack Cumming is out, months after taking over the top slot in July 2013, following a previous stint from 2001 to 2009. Ex-Stryker ($SYK) CEO Stephen MacMillan has replaced him, Hologic said, bringing in his experience running a company known best for selling artificial hips and knees. Also, Jonathan Christodoro and Samuel Merksamer have been added to the company's board--they're both managing directors of Icahn Capital, a subsidiary of Icahn Enterprises. Also to make Icahn happy, they'll be adding Dr. Burton Drayer as a scientific advisor; he's currently chairman and director of radiology department at The Mount Sinai Medical Center.

Now, as Bloomberg noted, 10 of Hologic's 11 directors are independent.

That's quite a few changes for Hologic, a maker of diagnostic, medical imaging and surgical products for women. The dual announcements note that all the major changes are meant to build the all-important "shareholder value."

"We believe we have the resources and leadership in place to achieve this goal," Chairman of the Board David LaVance Jr. said in the board-change announcement.

MacMillan said in a statement that he "will work with the talented team at Hologic to determine the best path forward for the company and leverage its key franchises to drive sustainable growth. I am excited to take the necessary steps to enhance value for all shareholders," he said.

Icahn's invasion of Hologic placed major attention on the company, despite its move to adopt a poison pill plan to fend off any share-based takeovers. But analysts have said that Icahn will likely be able to persuade the board to take some sort of M&A action.

Hologic has sold off some business units and is continuing to absorb its $3.8 billion buyout of diagnostics rival Gen-Probe last year. And sales forecasts are trending downward. But an M&A might not happen so quickly. Cantor Fitzgerald analyst Jeremy Feffer told Bloomberg that MacMillan is known more for his operational skills, a sign that he wasn't necessarily chosen with an M&A pursuit in mind.

But enhancing "shareholder value" can mean a lot of things down the line. And with Icahn involved, a sale of the Massachusetts company or its pieces could easily become part of the plan at some point.

- read the Hologic releases here and here
- here's Bloomberg's take