 Creating a Global Leader in Women’s Healthcare Continuing a legacy of leading technology, innovation and rapid growth
Filed by Hologic, Inc. Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Cytyc Corporation Commission File No.: 000-27558 |
 Disclaimer Regarding Forward-Looking Statements Forward-Looking Statements Regarding Cytyc Investors are cautioned that statements in this presentation which are not
strictly historical statements, including, without limitation,
Cytyc's future financial condition, operating results and
economic performance, and management's expectations regarding key customer relationships, future growth opportunities, product acceptance and business
strategy, constitute forward-looking statements. These
statements are based on current expectations, forecasts
and assumptions of Cytyc that are subject to risks and uncertainties, which could cause actual outcomes and results to differ materially from those
statements. Risks and uncertainties include, among others,
the successful integration of acquired businesses into Cytyc's
business, dependence on key personnel and customers as well as reliance on proprietary technology, uncertainty of product development efforts and
timelines, management of growth, product diversification, and
organizational change, entry into new market segments
domestically, such as pharmaceuticals, and new markets internationally, risks associated with litigation, competition and competitive pricing
pressures, risks associated with the FDA regulatory approval
processes and healthcare reimbursement policies in the United
States and abroad, introduction of technologies that are disruptive to Cytyc's business and operations, the potential consequences of the
restatement of Cytyc's |
 Disclaimer Regarding Forward-Looking Statements (continued) financial statements for the period 1996 through 2002, relating to certain
employee stock option exercises, including the impact of the expected any regulatory review or
litigation relating to such matters, the impact of new
accounting requirements and governmental rules and regulations,
as well as other risks detailed in Cytyc's filings with the SEC, including those under the heading "Risk Factors" in Cytyc's 2006 Annual Report on
Form 10-K/A and Adeza's 2006 Annual Report on Form 10-K,
all as filed with the SEC. Cytyc cautions readers not to place
undue reliance on any such forward-looking statements, which speak only as of the date they were made. Cytyc disclaims any obligation to publicly update or revise any such statements to reflect any change in its
expectations or events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the
forward-looking statements. |
 Disclaimer Regarding Forward-Looking Statements (continued) Forward-Looking Statements Regarding the Proposed Hologic-Cytyc Transaction This presentation also includes forward-looking statements about the
timing of the completion of the transaction, the anticipated
benefits of the business combination transaction involving
Hologic and Cytyc, including future financial and operating results, the expected permanent financing for the transaction, the combined company's
plans, objectives, expectations and intentions and other statements that are not historical facts. Hologic and Cytyc caution readers that any forward-looking information is not a
guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. These include risks and uncertainties relating to: the ability to obtain
regulatory approvals of the transaction on the proposed terms
and schedule; the parties may be unable to complete the
transaction because conditions to the closing of the transaction may not be satisfied; the risk that the businesses will not be integrated successfully; the
transaction may involve unexpected costs or unexpected
liabilities; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer
to realize than expected; disruption from the transaction making
it more difficult to maintain relationships with customers,
employees or suppliers; competition and its effect on pricing, spending, third-party relationships and revenues; the need to develop new products
and adapt to |
 Disclaimer Regarding Forward-Looking Statements (continued) significant technological change; implementation of strategies for improving
internal growth; use and protection of intellectual property;
dependence on customers' capital spending policies and
government funding policies, including third-party reimbursement; realization of potential future savings from new productivity initiatives;
general worldwide economic conditions and related uncertainties;
future legislative, regulatory, or tax changes as well as other
economic, business and/or competitive factors; and the effect of exchange rate fluctuations on international operations. In addition, the transaction will require the combined company to obtain significant financing. While Hologic has obtained a commitment to obtain such financing, including a bridge to the permanent
financing contemplated in the presentation, the combined
company’s liquidity and results of operations could be
materially adversely affected if such financing is not available on favorable terms. Moreover, the substantial leverage resulting from such financing will subject the combined company’s business to additional risks and uncertainties. The
risks included above are not exhaustive. The annual
reports on Form 10-K, the quarterly reports on Form 10-Q, current reports on Form 8-K and other documents Hologic and Cytyc have filed
with the SEC contain additional factors that could impact the
combined company’s businesses and financial
performance. The parties expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in the parties’ expectations or any change in events, conditions or circumstances on which
any such statement is based. |
 Important Information for Investors and Stockholders Hologic and Cytyc will file a joint proxy statement/prospectus with the SEC
in connection with the proposed merger. HOLOGIC AND CYTYC URGE
INVESTORS AND STOCKHOLDERS TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE AND ANY OTHER
RELEVANT DOCUMENTS FILED BY EITHER PARTY WITH THE SEC BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders will be able to obtain the joint proxy
statement/prospectus and other documents filed with the SEC free of charge at the website maintained by the SEC at www.sec.gov. In addition, documents filed with the SEC by Hologic will
be available free of charge on the investor relations portion of
the Hologic website at www.hologic.com. Documents filed
with the SEC by Cytyc will be available free of charge on the investor relations portion of the Cytyc website at www.cytyc.com.
|
 Participants in the Solicitation Hologic, and certain of its directors and executive officers, may be deemed
participants in the solicitation of proxies from the
stockholders of Hologic in connection with the merger. The names
of Hologic’s directors and executive officers and a description of their interests in Hologic are set forth in the proxy statement for Hologic’s 2006 annual
meeting of stockholders, which was filed with the SEC on January 25, 2007. Cytyc, and certain of its directors and executive officers, may be deemed to be participants in the
solicitation of proxies from its stockholders in connection with the merger. The names of Cytyc’s directors and executive officers and a description of their interests in Cytyc is set
forth in Cytyc’s Annual Report on Form 10-K/A for the
fiscal year ended December 31, 2006, which was filed with the
SEC on April 30, 2007. Investors and stockholders can obtain more detailed information regarding the direct and indirect interests of Hologic’s
and Cytyc’s directors and executive officers in the merger by reading the definitive joint proxy statement/prospectus when it becomes available. |
 Use of Non-GAAP Financial Measures In addition to the financial measures prepared in accordance with generally
accepted accounting principles (GAAP), we use the non-GAAP
financial measures "adjusted EPS" and
“EBITDA”. Adjusted EPS excludes the write-off and amortization of acquisition-related intangible assets, and tax provisions/benefits related thereto. EBITDA is defined as net earnings (loss) before interest, taxes, depreciation and amortization
expense. Neither adjusted EPS nor EBITDA is a measure of
operating performance under GAAP. We believe that the use
of these non-GAAP measures helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts our performance, especially when comparing such results to
previous periods or forecasts. When analyzing our
operating performance, investors should not consider these non-GAAP measures as a substitute for net income prepared in accordance
with GAAP. |
 A History of Innovation Delphi HOLOGIC Goes Public Acquisition of Trex Medical Including LORAD Selenia Launched in U.S. Introduced 3D DEXA Acquisition of R2, Suros and AEG Fan-Beam Technology Founding of HOLOGIC Announced Agreement with Cytyc Introduced Tomosynthesis at RSNA Launched Discovery Acquisition of Direct Radiography 1986 1990 1995 1998 1999 2000 2002 2003 2004 2005 2006 2007 $463M $288M $720E |
 Expanded Product Portfolio Ability to Leverage OB/GYN Channel Ability to leverage Surgical and Radiation Oncology channel for Hologic’s new products pipeline Significant Cross-Selling Synergies Enhanced International Presence Creating a Global Leader in Women’s Healthcare Market Share Leader in Major Product Lines Comprehensive Sales Coverage Proven Management Team Significant Cash Flow Generation Accretive to Adjusted EPS 1 Within the First Full Year After Close 1 Adjusted EPS excludes the write-off and amortization of
acquisition-related intangible assets, and related tax
effect. Strategic Advantages Combined Strengths |
 Selenia Breast Cancer Screening MammoSite Radiation Therapy ThinPrep Pap Test & Imaging System Cervical Cancer Screening NovaSure Endometrial Ablation Adiana Contraception FullTerm - Adeza Preterm Labor Best-in-Class Solutions for Women’s Healthcare Comprehensive Women’s Healthcare Platform Discovery Osteoporosis Screening MultiCare Stereotactic Biopsy Suros Biopsy Systems |
 Diversified and Balanced Revenue Mix Gynecology Interventional 16% Gynecology Diagnostics 33% Breast Health 40% Osteoporosis & Other 11% Combined Company LQA Revenue = $1.44B ~ 40% Capital Equipment ~ 60% Consumables Other 1% MammoSite 5% Adeza 8% NovaSure 30% Pap 56% Other 12% Breast Biopsy 9% Osteoporosis 11% Digital Mammography 68% Hologic LQA Revenue = $724M Cytyc LQA Revenue = $720M |
 Drive market growth through a combination of advanced technology and comprehensive sales channel coverage #1 market position in major areas of women’s healthcare Continue 20%+ revenue and earnings growth Develop additional best-in-class products that provide earlier and better detection, improved diagnosis and less invasive treatment Long-Term Strategic Goals 12 |