 Needham & Company Sixth Annual Biotechnology & Medical Technology Conference Jack W. Cumming Chairman & CEO Glenn Muir Executive VP & CFO June 14, 2007 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 Information set forth in this communication contains forward-looking
statements, which involve a number of risks and uncertainties.
Such forward-looking statements include, but are not
limited to, statements about the anticipated benefits of Hologic’s products, the timing of the completion of the transaction between Hologic and Cytyc, 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 significant technological change; implementation of
strategies for improving internal |
 Disclaimer Regarding Forward-Looking Statements (continued) 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 2007 $463M $288M $720E 2006 |
 Women’s health imaging market leader – Strong/profitable core businesses (breast health/densitometry) – Technology and market share leader (# 1 market share in U.S.) Major opportunity - digital mammography/interventional market – Large, emerging digital and interventional markets – Digital technology emerging as the standard of care – Less invasive procedures for biopsy and therapy gaining ground – >50% growth rate in FY-05 and FY-06 Expanded distribution (U.S. sales team doubled in FY-06) Sound capital foundation Hologic Overview Hologic Overview |
 Financial Overview Record Q2 FY07 revenues of $180 million Record Q2 FY07 pre-tax income of $33.9 million Backlog of $216 million as of quarter-end 3/31/07 Q2 FY07 Performance (March 31st) up 79% over Q2 FY06 up 94% over Q2 FY06 up 41% or $63 million over 3/25/06 Strong Growth |
 Up 99% Over 1 st Half FY06 78% of Revenues LORAD Mammography/Breast Care Recognized technology leader worldwide Market share leader in the U.S. >50% share in analog/digital Unsurpassed image quality – High transmission cellular grid - patented Largest installed base – 13,000 system $129 $189 $270 $336 '04 '05 '06 1st Half '07 Fiscal Year Mammography/Breast Care Revenue $ in Millions Up 77% Over FY05 |
 Direct Conversion Technology Optimal > 72% of Mammography/Breast Care Product Revenue LORAD Selenia FFDM First U.S. system delivered in March 2003 555 Selenias sold in FY06 228 Selenias sold in Q1 FY07 282 Selenias sold in Q2 FY07 Backlog increased to 533 systems at end of Q2 FY07 up 132% over FY05 up 135% over Q1 FY06 up 248 systems over Q2 FY06 up 154% over Q2 FY06 |
 282 37 35 228 193 154 111 97 71 64 54 50 44 27 27 3 11 16 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Selenia Highlights: 555 sold in FY06 510 sold in first half of FY07 Approximately 38% of estimated 3,900+ worldwide FFDM installed market Accelerating Interest *For Fiscal Years Ended September 30 th Number of Selenia’s Sold* Full Field Digital Mammography 2003 2004 2005 2006 2007 |
 MQSA U.S. Scorecard* (Mammography Quality Standards Act of 1992) Total Certified Facilities 8,812 Total Accredited Units 13,446 Certified Facilities with FFDM Units 1,884 21.4% Accredited FFDM Units 2,773 20.6% Total U.S. Annual = 34.8 Million Mammography Procedures Hologic U.S. Installed Base approximately 45% of FFDM units *(http://www.fda.gov/cdrh/mammography) Certified Statistics as of June 1, 2007 |
 Normal Mammogram Tomosynthesis: 3-D Visualization of Breast Tissue The Next Frontier for Digital Mammography Multiple views reconstructed into 3D image Helps solve tissue overlap problems Lower recall rates - Improved detection Tomosynthesis Slices * Works-in-progress |
 |
 Vacuum Assist Breast Biopsy Systems Leading technology for VABB Leverages U.S. sales and distribution channels FY06 sales of approximately $38 million – High gross margin product exceeding 65% – Over 70% of revenues derived from recurring disposable sales – Expected growth rate of over 50% in each of next two years Worldwide market currently estimated at $250 million – 1.8m biopsies in U.S. - 1/3 vacuum assisted – International market represents new opportunity |
 Celero ™ - The First Vacuum-Assisted, Spring- Loaded Core Biopsy Device for Breast Ultrasound Celero breast biopsy device with CeleroMark™ biopsy marker system and introducer Celero Advantages - Faster and less traumatic for the patient - Provides better access to hard-to-reach lesions - Better cores that are more than two times the size of conventional spring loaded core devices - More accurate clinical diagnosis - Better confirmation with the needle clearly visible under ultrasound imaging Celero Market - 600,000 Core Needle Biopsies per year - Surgery Call Point |
 Ultrasound Stereotactic MRI 500,000 (ATEC Market) 1.8 Million Breast Biopsy Procedures Annually in the U.S. 600,000 (Celero Market) 700,000 Suros ATEC ® and Celero Systems Ideally Positioned to Capture the Biopsy Market
|
 Creating a Global Leader in Women’s Healthcare Continuing a legacy of leading technology, innovation and rapid growth
|
 Transaction Overview (May 20, 2007) Permanent financing anticipated to be combination of pre-payable
term loan and equity-linked securities Financing: Hologic, Inc. (NASDAQ: HOLX), continue Cytyc name Name of NewCo: Third Quarter of CY2007 Timing to Close: Shareholders of both companies, customary closing conditions and anti-trust clearance, including HSR and various country filings
Customary Approvals: Chief Executive Officer: Jack Cumming Management: Chairman of the Board: Patrick Sullivan Hologic: 6 Directors Cytyc: 5 Directors Board Composition: Hologic: 45% Cytyc: 55% Pro Forma Ownership: 0.520 Hologic shares and $16.50 for each Cytyc share valued at $46.46 per share or 33% premium, for approximate total consideration of $2.2B in cash and $4.0B in stock Purchase Consideration: |
 Expansive women’s healthcare product portfolio - Nine number #1 brands in market Significant cross-selling synergies - Ability to leverage OB/GYN channel - Ability to leverage Surgical and Radiation Oncology channel for Hologic’s new products pipeline Enhanced international presence – Over 200 sales and service associates in 20 international offices
R&D efforts in interventional and therapy segment will
accelerate Strategic Advantages |
 Combined Strengths Comprehensive Sales Coverage in U.S. – 425+ sales team Comprehensive Service Coverage in U.S. – 250+ service team Proven management team with record of successfully integrating acquisitions Significant cash flow generation – ~$450M projected EBITDA in 2008 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. |
 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 |
 Solutions for Major Women’s Healthcare Issues Helica Adiana Fetal Fibronectin Discovery Sahara NovaSure ThinPrep Selenia MultiCare Suros ATEC MammoSite Combined Offering Unpenetrated High Medium Low High Medium High Market Growth $100M $1B+ $400M $110M $2.5B+ $550M $1B U.S. Market Size Endometriosis Permanent Contraception Preterm Labor Osteoporosis Menorrhagia Cervical Cancer Breast Cancer 1 in 3 1 in 4 1 in 2 Pregnancies 1 in 2 1 in 5 1 in 138 1 in 8 U.S. Women Affected NM NM #1 #1 #1 #1 #1 U.S. Market Position Gestiva International ThinPrep Imager International Tomosynthesis Suros Celero Additional Opportunities International International International International International $0 $0 $60M $80M $230M $425M $600M 2007E Worldwide Revenue Source: Market research and company estimates.
|
   OB/Gyn Screening Test Diagnostic Test Treatment Specialist Therapeutic Improved Outcomes Our Mission Leveraging the OB/GYN Channel Best Technology Selenia, ThinPrep, Adeza, Discovery Minimally Invasive Most Specific Suros, MultiCare, Selenia, Discovery Channel Access to Gatekeeper 230 OB/Gyn sales reps Channel Access to Treatment Decision maker 288 Breast surgeon, oncologist, OB/Gyn sales reps Targeted Minimally Invasive NovaSure, MammoSite, Gestiva, Adiana |
   Over 440 U.S. Sales Representatives Multiple call points to women’s healthcare providers Access to – 30,000 OB/Gyn’s – 40,000 Radiologists – 10,000 Hospitals & Imaging centers – 4,000 Radiation Oncologists – 4,000 Gyn Surgeons – 2,500 Breast Surgeons – 5,000 Neurosurgeons – 80,000 Primary Care Physicians – 23,000 Orthopedists – 4,000 Rheumatologists Best-in-class brand recognition In-Depth Channel Coverage 46 Breast Surgery 77 Radiology & Imaging Center 5 Ortho/Rheumo 45 Clinical Lab 8 Neurosurgery 110 Gynecology Surgery 12 Radiation Oncology 143 OB/Gyn & Primary Care |
         Product Pipeline - Current/Near and Mid/Long Term Revenue Potential $60 50 40 30 0 Current Products/New Markets New Products/New Markets Immediate 3 Years + 4 Years Availability Timeline Core Biopsy to Surgery FFDM to Gynecology MI Fibroid Adenoma Extraction to Surgery Radiation Therapy to Rad Onc MI Cancer Extraction to Surgery Hologic proprietary development of new products for Cytyc Sales Channel Tomosynthesis |
 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 |
 Multiple platforms to enhance top and bottom line growth Increased scale through diversification of revenue and strong margin profile Enhanced cash flow; LQA EBITDA of ~$436M Revenue and cost synergy opportunities Estimated more than $0.10 accretive to adjusted EPS 1 within the first full year after close, significantly more accretive thereafter Rapid debt repayment, incremental earnings growth Financial Rationale 1 Adjusted EPS excludes the write-off and amortization of
acquisition-related intangible assets, and related tax
effect. |
 Combined Financial Strength 46% Gross Margin $161M EBITDA $724M Revenue LQA Hologic 75% Gross Margin $275M EBITDA $720M Revenue LQA Cytyc 60% Gross Margin $436M EBITDA $1.44B Revenue LQA Combined Company Estimated more than $0.10 accretive to adjusted EPS 1 within the first full year after close - significantly more accretive thereafter (¹ Adjusted EPS excludes the write-off and amortization of acquisition-related intangible assets, and related tax effect.)
|
 $25-$30M projected cost savings within two years Align assets to maximize efficiencies Leverage combined purchasing power Consolidate administrative activities Greater than $75M revenue projected opportunities within three years
Cross-selling to OB/Gyn/breast surgeon/mammographer/radiation
oncologist Enhanced geographic reach – 200 people with 20 offices Penetration of new and existing markets $10M in Cost Synergies Anticipated in Year One Significant Synergy Opportunity |
 FY2008 Guidance and Long Term Outlook 2008 Guidance Revenue: In excess of $1.70B Adjusted EPS 1 : $2.35-$2.40 / share Gross margin: 65% Long-Term Outlook Revenue Growth: 20% Adjusted EPS 1 Growth: 20%+ 1 Adjusted EPS excludes the write-off and amortization of
acquisition-related intangible assets, and related tax effect. |
 Creating a Global Leader in Women’s Healthcare Comprehensive Women’s Healthcare Product Portfolio – Complementary best-in-class technologies Expanded Commercial Capabilities – Expansive U.S. sales channel coverage – Enhanced presence in key international markets – Platform for entry into new markets Opportunity to offer Integrated Solutions – Screening – Diagnostics – Therapeutics |
 Creating A Global Leader In Women’s Healthcare |