Hologic, Inc. (NASDAQ:HOLX) and Cytyc Corporation (NASDAQ:CYTC) announced on May 20th a definitive agreement to combine the two companies in a cash and stock transaction. This strategic combination, unanimously approved by the Boards of Directors of both companies, will create a $10 billion global leader in women's healthcare. The transaction is expected to be completed in the third calendar quarter of 2007 and to be more than $0.10 accretive to Hologic's consensus adjusted earnings per share in the first year after close and significantly more accretive thereafter.

Here are the highlights of the new, combined company:

* Combination Creates Comprehensive Women's Health Product Portfolio

* Company to Have Largest Sales and Service Organization Exclusively Focused On Women's Health in the Diagnostic and Medical Technology Industry in the United States
* Extensive Channel Coverage Expected to Drive Cross-Selling Opportunities and Enhanced Revenue Growth
* Transaction Expected to be More than $0.10 Accretive to Hologic's Consensus Adjusted Earnings Per Share in First Year After Close

The new company will be called Hologic and upon closing, Cytyc will become a wholly-owned subsidiary. Hologic will be one of the largest companies in the world focused exclusively on advanced technology in women's health and will have a product portfolio that encompasses some of the largest and most trusted women's healthcare brands, such as ThinPrep®, Lorad®, NovaSure®, Suros ATEC®, Discovery™, FullTerm®, R2® and MammoSite®. The combined company will have direct operations in over 20 countries with more than
3,300 employees, including 1,200 sales and service professionals.

Under the terms of the merger agreement, Cytyc shareholders will receive 0.52 shares of Hologic common stock and $16.50 in cash for each share of Cytyc common stock they own. Based on the companies' closing stock prices on May 18, 2007, this represents $46.46 per share of consideration to be received by Cytyc shareholders, or a total consideration of approximately $6.2 billion; the consideration represents a premium of approximately 33% to Friday's close. It is anticipated that the stock portion of the consideration will be tax free to Cytyc shareholders. Hologic shareholders will retain their shares.

"This combination brings together two well-respected industry leaders in the women's healthcare and diagnostics marketplace," said Jack Cumming, Hologic's Chairman and Chief Executive Officer. "Both Hologic and Cytyc provide some of the most advanced technology addressing women's health needs. By combining our companies' complementary, best-in-class products and technologies, we expect to drive enhanced growth and value creation. Both Hologic and Cytyc have a track record of successfully executing on strategic transactions, and we expect to realize the benefits of this combination quickly and efficiently."

Patrick Sullivan, Cytyc's Chairman, President, and Chief Executive Officer, said, "This is a great transaction that provides Cytyc shareholders with enhanced value both today and over the long-term. The upside potential we see as a result of our combination is compelling. We believe this transaction enables both Cytyc and Hologic to reach our shared goal of improving women's health through earlier and better detection, improved diagnosis, less invasive treatment, and improved outcomes more quickly. We are very excited about the benefits this combination of industry leaders will provide to shareholders, employees, physicians and their patients."

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