 Creating a Global Leader in Women’s Healthcare Continuing a legacy of leading technology, innovation and rapid growth
May 21, 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 presentation 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 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 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. |
 Patrick Sullivan Chairman, President and CEO of Cytyc Jack Cumming Chairman and CEO of Hologic Glenn Muir Chief Financial Officer of Hologic 1 |
 Patrick Sullivan Chairman, President and CEO, Cytyc 2 |
 Expanded Product Portfolio Comprehensive Sales Coverage Ability to Leverage OB/GYN Channel Significant Cross-Selling Synergies Enhanced International Presence Creating a Global Leader in Women’s Healthcare Market Share Leader in Major Product Lines Proven Management Team Significant Cash Flow Generation Accretive to Adjusted EPS 1 Within the First Full Year After Close Strategic Rationale Combined Strengths 3 1 Adjusted EPS excludes the write-off and amortization of
acquisition-related intangible assets, and related tax
effect. |
 MultiCare Stereotactic Biopsy Discovery Osteoporosis Screening 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 in Women’s Healthcare Suros Biopsy Systems Comprehensive Women’s Healthcare Platform 4 |
 Jack Cumming Chairman and CEO, Hologic 5 |
 Powerful Strategic Logic Largest sales and service organization focused on women’s healthcare
in U.S. Leverage commercial strengths across multiple physician
specialties Comprehensive Channel Coverage Significant combined expertise in developing and marketing products
Proven record of successfully executing strategic transactions
Proven Track Record Driving revenue growth by capitalizing on increased scope and scale
Over 200 associates and 150 distribution partners supporting over 125
countries around the world Enhanced International Presence Integrated solutions to meet medical needs throughout a woman’s
life Setting the standard of care in all product
categories Broad Product Portfolio Leading women’s healthcare company with projected $1.7B+ sales in
FY2008 Over 90% of total revenue from products with #1 market
share in the U.S. Creates Industry Leader 6 |
 Powerful Financial Logic $75M+ projected cross-selling opportunities to drive top-line
growth Projected cost savings of approximately $25M to $30M
within two years Significant Synergies Balanced product revenue mix Attractive mix of capital equipment and high margin recurring revenue
Enhanced Diversification Approximately $450M of LQA EBITDA Ability to reduce leverage quickly and generate incremental EPS
growth Strong Cash Flow Multiple markets for long-term revenue and EPS growth Dramatically enhanced margins and sustainable growth platforms Solid Financial Profile Estimated more than $0.10 accretive to adjusted EPS 1 within the first full year after close and significantly accretive thereafter Accretive Within the First Full Year After Close 7 1 Adjusted EPS excludes the write-off and amortization of
acquisition-related intangible assets, and related tax
effect. |
 Solutions for Major Women’s Healthcare Issues Helica Unpenetrated 1 in 3 Gestiva International ThinPrep Imaging System International Tomosynthesis Suros Celero Additional Opportunities Adiana FullTerm Fetal Fibronectin Discovery Sahara NovaSure ThinPrep Pap Test Selenia MultiCare Suros ATEC MammoSite Combined Offering High Medium Low High Medium High Market Growth $100M $1B+ $400M $110M $2.5B+ $550M $1B U.S. Market Size 1 in 4 1 in 2 Pregnancies 1 in 2 1 in 5 1 in 138 1 in 8 U.S. Women Affected Endometriosis Permanent Contraception Preterm Labor Osteoporosis Menorrhagia Cervical Cancer Breast Cancer International NM NM #1 #1 #1 #1 #1 U.S. Market Position International International International International Source: Market research and company estimates. 8 |
 |
 Over 425 U.S. Sales Representatives 58 Breast Surgery & Radiation Oncology 77 Radiology & Imaging Center 110 Gynecology Surgery 143 OB/Gyn & Primary Care Physicians 45 Clinical Lab 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 Best-in-class brand recognition In-Depth Channel Coverage 10 |
 Enhanced International Presence Commercial presence in over 125 countries around the world UK Spain France Italy Germany Switzerland MA Australia Hong Kong Costa Rica China Mexico Brazil South Africa Japan Canada Belgium Legend Company presence Key distributors CA IN DE CT 11 |
 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 |
 Glenn Muir Chief Financial Officer, Hologic 13 |
 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: Transaction Overview 14 |
 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. 15 |
 Other 1% MammoSite 5% Adeza 8% NovaSure 30% Pap 56% Other 12% Breast Biopsy 9% Osteoporosis 11% Digital Mammography 68% Diversified and Balanced Revenue Mix Gynecology Interventional 16% Gynecology Diagnostics 33% Breast Health 40% Osteoporosis & Other 11% Hologic Combined Company LQA Revenue = $724M Cytyc LQA Revenue = $720M LQA Revenue = $1.44B ~ 40% Capital Equipment ~ 60% Consumables 16 |
 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 17 |
 $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 Enhanced geographic reach Penetration of new and existing markets $10M in Cost Synergies Anticipated in Year One Significant Synergy Opportunity 18 |
 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%+ 19 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 20 |
 Creating a Global Leader in Women’s Healthcare 21 |