425
Jefferies Healthcare Conference
Jack W. Cumming
Chairman & CEO
Glenn P. Muir
Executive VP & CFO
June 28, 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
2006
2007
$463M
$288M
$720E
Announced
Agreement
with
BioLucent


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


Agreement to Acquire MammoPad
Breast Cushion –
June 21, 2007
Strong Patent Position -
the Only Breast Cushion
MammoPad
Advantages
-
More Comfortable
-
Increased Cleanliness
-
Improved Image Quality
MammoPad
Market
-
10 million procedures to-date
-
ASP approximately $5 with 64% GM
-
>34 million mammograms in the U.S. last
year –
10% used MammoPad
-
Projecting sales of $25 million in FY-08


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.


MultiCare
Stereotactic
Biopsy
#1
Discovery
Osteoporosis
Screening
#1
Selenia
Breast Cancer
Screening
#1
MammoSite
Radiation
Therapy
#1
ThinPrep Pap Test
Cervical Cancer Screening
#1
Adiana
Contraception
NM
FullTerm -
Adeza
Preterm Labor
#1
Suros
Biopsy Systems
#2
Comprehensive Women’s Healthcare Platform
Best-in-Class Solutions in
Women’s Healthcare
Note: Market positions shown in red.
NovaSure
Endometrial
Ablation
#1
ThinPrep Imaging System
Cervical Cancer Screening
#1


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
Combined Company (03/31/07 Revenue = $1.4 billion)
Hologic (LQA 03/31/07 Revenue = $724 million)
Cytyc (LTM 03/31/07 Revenue = $689 million)
Breast
Biopsy
9%
Digital Mammography
68%
Osteoporosis
11%
Other
12%
Breast Health
40%
Gynecology
Interventional
16%
Gynecology
Diagnostics
33%
Osteoporosis
& Other
11%
Significant revenue diversification in terms of both product and
customer mix
Customers include individual physician groups, hospitals, laboratory companies and radiology
practices/companies
60/40 split between single-use consumables and capital equipment
60% Consumable / 40% Capital Equipment
Menorrhagia
28%
Other
1%
Pre-Term
Labor
8%
Cancer
Radiation
4%
Pap
59%


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.)


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.


Company Strategy
Drive market growth through a combination of advanced technology
and comprehensive
sales channel coverage
Continue 20%+ revenue and earnings growth
Increase profitability and maintain cost-effective and efficient operating model
Continue innovation in women’s health technology
Develop additional best-in-class products that provide earlier and better detection,
improved diagnosis and less invasive treatment
Apply free cash flow to pay down debt
Maintain solid liquidity
Drive profitability through operating leverage
#1 market position with best-in-class products
Differentiate from competition with leading technology and customer service
Provide screening, diagnostic and therapeutic tools in major areas of women’s health
Top-line
Growth
Financial
Discipline
Leading
Edge
Technology
Maintain
Market
Leadership
Mission: Create the Global Leader in Women’s Healthcare


Creating
A Global Leader
In Women’s Healthcare