Cytyc Acquires Adeza Biomedical Corporation

Tue Apr 3, 2007 7:30am EDT

MARLBOROUGH, Mass.--(Business Wire)--Cytyc Corporation (Nasdaq: CYTC) today announced that itswholly-owned subsidiary, Augusta Medical Corporation, merged with andinto Adeza Biomedical Corporation (Nasdaq: ADZA), with Adezacontinuing as the surviving corporation and a wholly-owned subsidiaryof Cytyc. The merger of Augusta and Adeza was consummated effective asof 10:36 a.m., New York City time, on April 2, 2007 without a meetingof the stockholders of Adeza in accordance with the Delaware GeneralCorporation Law. In connection with the merger, Adeza's name waschanged to Cytyc Prenatal Products Corp. As a result of the merger,all remaining outstanding shares of Adeza common stock were convertedinto the right to receive $24.00 per share in cash, without interest,other than shares held by Cytyc or any of its subsidiaries or sharesheld by Adeza stockholders who perfect their rights to appraisal inaccordance with the Delaware General Corporation Law. Patrick J. Sullivan, Cytyc's chairman, president, and chiefexecutive officer, commented, "This acquisition represents anothersignificant milestone for Cytyc as we expand our leadership in women'shealth to include maternal-fetal care. The FullTerm(TM) FetalFibronectin Test offers clear clinical and cost benefits for theassessment of preterm birth and provides another excellent addition toour growing product portfolio. Mr. Sullivan added, "As previously stated, we expect thisacquisition to be break-even to earnings in 2007 and at least $0.05accretive to 2008 diluted earnings per share. We welcome Adeza'semployees to the Cytyc family and look forward to working with our newcolleagues to continue to deliver best in class products and serviceto Adeza's and Cytyc's customers. Cytyc Corporation is a diversified diagnostic and medical devicecompany that designs, develops, manufactures, and markets innovativeand clinically effective diagnostic and surgical products. Cytyc'sproducts cover a range of cancer and women's health applications,including cervical cancer screening, treatment of excessive menstrualbleeding, radiation treatment of early-stage breast cancer, andradiation treatment of patients with malignant brain tumors. Cytyc is traded on The NASDAQ Global Select Market under thesymbol CYTC. Cytyc is a registered trademark of Cytyc Corporation. Forward-looking statements in this press release are made pursuantto the provisions of Section 21E of the Securities Exchange Act of1934. Investors are cautioned that statements in this press releasewhich are not strictly historical statements, including, withoutlimitation, statements relating to the expected benefits of thetransaction, Cytyc's future financial condition, operating results andeconomic performance, and management's expectations regarding keycustomer relationships, future growth opportunities, productacceptance and business strategy, constitute forward-lookingstatements. These statements are based on current expectations,forecasts and assumptions of Cytyc and Adeza that are subject to risksand uncertainties, which could cause actual outcomes and results todiffer materially from those statements. Risks and uncertaintiesinclude, among others, the successful integration of Adeza intoCytyc's business subsequent to the closing of the transaction,dependence on key personnel and customers as well as reliance onproprietary technology, uncertainty of product development efforts andtimelines, management of growth, product diversification, andorganizational change, entry into new market segments domestically,such as pharmaceuticals, and new markets internationally, risksassociated with litigation, competition and competitive pricingpressures, risks associated with the FDA regulatory approval processesand healthcare reimbursement policies in the United States and abroad,introduction of technologies that are disruptive to Cytyc's businessand operations, the potential consequences of the Cytyc AuditCommittee's voluntary review of circumstances relating to certainemployee stock option exercises, including the impact of the expectedrestatement of Cytyc's financial statements, the associated costs andexpenses, and any regulatory review or litigation relating to suchmatters, the impact of new accounting requirements and governmentalrules and regulations, as well as other risks detailed in Cytyc's andAdeza's filings with the SEC, including those under the heading "RiskFactors" in Cytyc's 2006 Annual Report on Form 10-K and Adeza's 2006Annual Report on Form 10-K, all as filed with the SEC. Cytyc cautionsreaders not to place undue reliance on any such forward-lookingstatements, which speak only as of the date they were made. Cytycdisclaims any obligation to publicly update or revise any suchstatements to reflect any change in its expectations or events,conditions, or circumstances on which any such statements may bebased, or that may affect the likelihood that actual results willdiffer from those set forth in the forward-looking statements.Tim Adams, Chief Financial OfficerAnne Rivers, Investor RelationsJeff Keene, Healthcare MediaCytyc Corporation: 508-263-8765www.cytyc.comCopyright Business Wire 2007

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