ISS Recommends Hologic Stockholders Vote 'FOR' Merger with Cytyc
Updates Recommendation to Support Amendment to Hologic's 1999 Equity Incentive Plan
BEDFORD, Mass., Oct. 11 /-- Hologic, Inc. (NASDAQ:HOLX), a leading provider of state-of-the-art diagnostic and digital imaging systems directed towards women's health, today announced that ISS, the leading independent proxy advisory service, recommends that Hologic stockholders vote "FOR" the Company's proposed merger with Cytyc Corporation (NASDAQ:CYTC).
In addition, ISS has updated its recommendation with regard to a proposed amendment to Hologic's 1999 Equity Incentive Plan to increase the number of shares available for grant thereunder and recommends that Hologic stockholders vote "FOR" the proposed amendment.
"We appreciate the support that ISS has given to our combination with Cytyc and to Hologic's stock plan," said Jack Cumming, Hologic's Chairman and Chief Executive Officer. "Together with Cytyc, we will be a global leader in women's healthcare. We look forward to realizing the many benefits this combination creates."
As previously announced, on May 20, 2007, Hologic and Cytyc entered into a definitive agreement to combine the two companies in a cash and stock transaction, under which Cytyc stockholders would receive 0.52 of a share of Hologic common stock and $16.50 in cash for each share of Cytyc common stock they own for a total consideration of approximately $6.2 billion.
A special meeting of the stockholders of Hologic to consider and vote upon the transactions contemplated by the proposed merger with Cytyc, including the proposed amendment to Hologic's 1999 Equity Incentive Plan to increase the number of shares available for grant thereunder, has been scheduled for October 18, 2007 at 9:00 a.m., local time, at Hologic's headquarters at 35 Crosby Drive, Bedford, Massachusetts. Hologic stockholders of record as of the close of business on August 22, 2007 will be entitled to vote at the special meeting.
Stockholders are encouraged to read the Company's definitive proxy materials in their entirety as they provide, among other things, a detailed discussion of the process that led to the proposed merger and the reasons behind the Board of Directors' unanimous recommendation that stockholders vote FOR the approval of the transactions contemplated by the proposed merger with Cytyc, including the proposed amendment to Hologic's 1999 Equity Incentive Plan to increase the number of shares available for grant thereunder.
Stockholders who have questions about the merger or need assistance in submitting their proxy or voting their shares should contact the Company's proxy solicitor, MacKenzie Partners, Inc. toll-free at (800) 322-2885 or collect at (212) 929-5500 or at proxy@mackenziepartners.com.
About Hologic, Inc.
Hologic, Inc. is a leading developer, manufacturer and supplier of premium diagnostic and medical imaging systems dedicated to serving the healthcare needs of women, and a leading developer of innovative imaging technology for digital radiography and breast imaging. Hologic's core business units are focused on mammography and breast biopsy, osteoporosis assessment, and mini C- arm and extremity MRI imaging for orthopedic applications.
CONTACT: Glenn Muir, Executive Vice President and Chief Financial Officer, +1-781-999-7300, or Frances Crecco, Investor Relations,
+1-781-999-7377, both of Hologic, Inc.; or Joele Frank, or Andrea Priest, both
of Joele Frank, Wilkinson Brimmer Katcher for Hologic, Inc., +1-212-355-4449
Web site: http://www.hologic.com/
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