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Hologic, Inc. of Bedford, Mass. has signed a definitive agreement to acquire Third Wave Technologies, Inc. The Boards of Directors of both companies unanimously approved the transaction.

Third Wave develops and markets molecular diagnostic reagents for a wide variety of DNA and RNA analysis applications based on its proprietary Invader® chemistry. The company's current clinical diagnostic offerings consist of products for conditions such as Cystic Fibrosis, Hepatitis C, cardiovascular risk and other diseases. The company recently submitted pre-market approval (PMA) applications to the FDA for two human papilloma virus, or HPV, tests. These submissions are based on a successfully completed clinical trial. There are currently 10 million HPV tests being performed in the United States, representing a $200 million market and growth in excess of 40% in each of the past five years. Hologic believes the global market for HPV testing will increase to $800 million in the next few years.

Jack Cumming, Chairman and Chief Executive Officer of Hologic, said, "The combination of Hologic and Third Wave brings together two great companies that employ complementary technologies but share a common mission: to help save the lives of women. Hologic is an established, diversified provider of diagnostic products and therapeutic devices. Third Wave's products in development, including its HPV tests, employ a patented molecular diagnostic platform designed to help identify cervical cancer and other diseases at an early stage. This important transaction will broaden Hologic's range of diagnostic product offerings, enhance our revenue and earnings growth potential and, we believe, create long-term value for our shareholders.

"Specifically, we expect our acquisition of Third Wave to help accelerate the growth of our diagnostics division," Mr. Cumming continued. "Once FDA approval is obtained, these products will be a complementary fit with our current suite of products, and broaden our product offerings into high-growth diagnostic markets for women.

"Hologic has an established sales and distribution network for women's health, as well as extensive relationships with clinical labs and OB/GYN channels," Mr. Cumming said. "If and when Third Wave's HPV tests receive FDA approval, which we hope will be in the first half of calendar 2009, we will be well positioned to take these products quickly and effectively to market. We expect the integration process to be smooth and seamless. We look forward to welcoming Third Wave's outstanding associates to Hologic when the transaction is completed, and to participating in the launch of Third Wave's existing and future product lines.

"We have great respect for Kevin Conroy and his team, the exciting products they have developed and the expertise they bring to Hologic. Before offering to acquire Third Wave, we conducted extensive due diligence on the company's technologies, and believe that once FDA approval is obtained, the HPV test will represent an important new molecular diagnostic platform. Importantly, the senior management team of Third Wave is so confident about the future of this technology that six top executives have voluntarily deferred the vesting of their options and the acceleration of most of their long-term incentive plan payments otherwise due upon a change in control until after the receipt of FDA approval -- the strongest possible vote of confidence in Third Wave's technology and in this transaction, which we fully share," Mr. Cumming concluded.

"We welcome this opportunity to deliver outstanding value to our stakeholders," said Kevin Conroy, Chief Executive Officer of Third Wave. We look forward to working with Hologic to complete the transaction efficiently and to delivering its benefits to our respective shareholders, customers, employees and to women worldwide."

Benefits of the Merger

The anticipated strategic benefits of the transaction to Hologic include, among others: It provides a solid platform for future opportunities in molecular diagnostics. Third Wave's unique Invader chemistry provides an exciting platform to explore new diagnostics for women's health. It also accelerates Hologic's growth in cervical cancer screening. With a strong existing presence in cancer screening, the addition of Third Wave's HPV tests, subject to FDA approval, will allow Hologic to expand its ability to serve this important segment of the industry. Third Wave's pending HPV tests are a natural adjunct to Hologic's ThinPrep pap test. Subject to FDA approval, the addition of Cervista HR and Cervista 16/18 further broadens Hologic's comprehensive suite of products and diagnostic tests for women's health. Subject to FDA approval, the addition of Third Wave's HPV tests will improve the standard for HPV testing by providing a more efficient test process with increased specificity to Hologic customers, as well as a platform for additional tests and services.

About Hologic, Inc.

Hologic, Inc. is a leading developer, manufacturer and supplier of premium diagnostics, medical imaging systems and surgical products dedicated to serving the healthcare needs of women. Hologic's core business units are focused on breast health, diagnostics, GYN surgical, and skeletal health. Hologic provides a comprehensive suite of technologies with products for mammography and breast biopsy, radiation treatment for early-stage breast cancer, cervical cancer screening, treatment for menorrhagia, osteoporosis assessment, preterm birth risk assessment, and mini C-arm for extremity imaging. For more information, please visit Hologic's website at www.hologic.com.

About Third Wave Technologies, Inc.

Third Wave Technologies, Inc., promises to be a growing leader in molecular diagnostics, providing DNA and RNA analysis products to clinical, research, and agricultural customers. Third Wave is one of the only companies in the molecular diagnostics business with a unique chemistry -- the functional backbone of any molecular test. Third Wave has over 210 clinical testing customers and the list continues to grow. In the United States, they serve most major clinical laboratories that perform molecular diagnostic testing. Third Wave has also established a strong presence in Japan and more recently, began to establish distribution in Europe. Their clinical diagnostic products are used by clinical laboratories to create tests for screening, prognosis, diagnosis, and monitoring by physicians of individual patients. For more information about Third Wave and its products, please visit the company's website at www.twt.com.