UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrantx Filed by a Party other than the Registrant¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| x | Soliciting Material Pursuant to §240.14a-12 |
Cytyc Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| | (1) | Title of each class of securities to which the transaction applies: |
| | (2) | Aggregate number of securities to which the transaction applies: |
| | (3) | Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| | (4) | Proposed maximum aggregate value of the transaction: |
| ¨ | Fee paid previously with preliminary materials. |
| ¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| | (1) | Amount Previously Paid: |
| | (2) | Form, Schedule or Registration Statement No.: |
The following presentation will be delivered by management of Cytyc at the NASDAQ 19th Investor Program on June 19, 2007 at 5:00 p.m., London time (12:00 noon Eastern).
A Leading Provider of Innovative Medical Technology NASDAQ 19 th Investor Program June 19, 2007 |
Disclaimer Regarding Forward-Looking Statements Forward-Looking Statements Regarding Cytyc Investors are cautioned that statements in this presentation which are not strictly historical statements, including, without limitation, Cytyc's future financial condition, operating results and economic performance, and management's expectations regarding key customer relationships, future growth opportunities, product acceptance and business strategy, constitute forward-looking statements. These statements are based on current expectations, forecasts and assumptions of Cytyc that are subject to risks and uncertainties, which could cause actual outcomes and results to differ materially from those statements. Risks and uncertainties include, among others, the successful integration of acquired businesses into Cytyc's business, dependence on key personnel and customers as well as reliance on proprietary technology, uncertainty of product development efforts and timelines, management of growth, product diversification, and organizational change, entry into new market segments domestically, such as pharmaceuticals, and new markets internationally, risks associated with litigation, competition and competitive pricing pressures, risks associated with the FDA regulatory approval processes and healthcare reimbursement policies in the United States and abroad, introduction of technologies that are disruptive to Cytyc's business and operations, the potential consequences of the restatement of Cytyc's |
Disclaimer Regarding Forward-Looking Statements (continued) financial statements for the period 1996 through 2002, relating to certain employee stock option exercises, including the impact of the expected any regulatory review or litigation relating to such matters, the impact of new accounting requirements and governmental rules and regulations, as well as other risks detailed in Cytyc's filings with the SEC, including those under the heading "Risk Factors" in Cytyc's 2006 Annual Report on Form 10-K/A and Adeza's 2006 Annual Report on Form 10-K, all as filed with the SEC. Cytyc cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. Cytyc disclaims any obligation to publicly update or revise any such statements to reflect any change in its expectations or events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements. |
Disclaimer Regarding Forward-Looking Statements (continued) Forward-Looking Statements Regarding the Proposed Hologic-Cytyc Transaction This presentation also includes forward-looking statements about the timing of the completion of the transaction, 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 |
Disclaimer Regarding Forward-Looking Statements (continued) significant technological change; implementation of strategies for improving internal 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. |
Growth Objectives and Strategy Growth Objectives and Strategy Deliver 20+% long-term earnings growth through: Global organic growth across divisions Internal research and development Strategic acquisitions and partnerships Grow existing businesses resulting in continued revenue growth and improved PBIT margins Enhance organizational bench strength by attracting, motivating, and retaining top talent to support business needs |
0 100 200 300 400 500 600 700 800 900 1 Billion Growth through Diversification Growth through Diversification 2003 2005 2006 Diagnostic International Surgical $303 Millions $ $508 $608 10% 90% 61% 29% 10% 11% 34% 55% 73% 16% 11% 2004 $394 |
Operating Divisions Operating Divisions Domestic Surgical Products Division NovaSure ® Endometrial Ablation MammoSite ® Radiation Therapy Adiana Helica Domestic Diagnostic Products Division ThinPrep ® Pap Test ThinPrep ® Imaging System Cellient ™ Automated Cell Block System Full Term ® : The Fetal Fibronectin Test International Division |
A Leading Provider of Innovative Medical Technology Surgical Products |
NovaSure Procedure 4-minute, outpatient procedure No pretreatment drugs required Conscious sedation Recovery = 1 hour Highest success rates Reimbursement established nationwide |
Endometrial Ablation: A Large and Underserved Market Endometrial Ablation: A Large and Underserved Market Estimates per Cytyc Corporation *All age groups Hysterectomy, D&C, GEA 0 1 2 3 4 5 6 7 8 Total Suffering Silent Sufferers Hormonal Therapy 7m 4.5m 1.8m 0.7m 1 in 5 women suffers from Abnormal Uterine Bleeding 2.5 million women seek treatment* In Millions 2.5 m |
NovaSure’s Competitive Advantage 1.4 4.2 None No NovaSure RadioFrequency 3.5 39.3 Lupron Yes Microsulis Microwave 10-12 24 Lupron Single Yes AMS Her Option Cryotherapy 8 26.4 Lupron Double Yes BSC HTA Hot water 10 27.4 D&C Yes J&J Therma Choice Hot water Treatment Time* Procedure Time* Pre-Treatment Modality Product *minutes |
GEA Market Opportunity 2006 NovaSure Market Share and Total Procedure Potential GEA Market Opportunity 2006 NovaSure Market Share and Total Procedure Potential NS Share = 62%* NS Share = 9% NS Share = 3% * Note:US NovaSure dollar share equals 69% 0 1,000,000 2,000,000 3,000,000 4,000,000 5,000,000 6,000,000 7,000,000 8,000,000 2006 - Current GEA 2006- Treatment Pathway 2006 - Silent Sufferers Silent Sufferers Hormones Hysterectomy Rollerball D&C GEA |
MammoSite Radiation Therapy MammoSite Radiation Therapy Creating new standard of care Deliver optimal dose of radiation to tissue at highest risk of cancer recurrence Minimize damage to healthy tissue Expanding data supports partial breast radiation and MammoSite Clinical trial (5-year data; 43 patients): 0 recurrences ASBS registry (2-year data; 1,400 patients) MammoSite RTS afterloader accessories MammoSite RTS applicator |
0 50,000 100,000 150,000 200,000 250,000 300,000 MammoSite Market Opportunity 275,221 189,490 131,695 126,002 MammoSite Primary U.S. Cases of Breast Cancer and DCIS (.4% Incidence, 40+) Patients Eligible for Breast Conserving Therapy (Excludes >3cm, Size A) Patients Receiving Breast Conserving Therapy (70%) Patients Eligible for Mammosite (Excludes women <45, Pathology) Market Opportunity Large tumors 70% elect BCT Surgical margins or lymph node involvement |
Hysteroscopic Sterilization -- Adiana Hysteroscopic Sterilization -- Adiana Alternative to tubal ligation Radiofrequency generator One-time-use delivery catheter FDA process underway Complementary to NovaSure Endometrial Ablation System $1 billion U.S. market opportunity Reimbursement established |
Cytyc Surgical Products - Summary Cytyc Surgical Products - Summary Changing medical practice with products that address potential US markets > $5B NovaSure best-in-class product addressing a $2.5B market NovaSure Elective use > $1B MammoSite creating a new standard of care with $300MM US opportunity Hysteroscopic sterilization – Adiana • $1B U.S. market opportunity |
A Leading Provider of Innovative Medical Technology Diagnostic Products |
Domestic Diagnostic Products Domestic Diagnostic Products ThinPrep ® Pap Test ThinPrep ® Imaging System FullTerm ® : The Fetal Fibronectin Test Cellient ™ Automated Cell Block System |
ThinPrep System Advantages ThinPrep System Advantages Superiority to Conventional Pap ThinPrep Imaging System ThinPrep Pap Test Market Share (%) Estimated New Cases (1,000) HPV FDA approved CT/NG FDA approved Glandular claim Since ThinPrep introduction in 1996, estimated number of cervical cancer cases in the US decreased 28% 1997 1998 1999 2000 2001 2002 2003 2004 2005 |
ThinPrep Imaging System ThinPrep Imaging System Advanced computerized imaging Dual screening approach Improves accuracy Improves lab economics Increases reimbursement Decreases labor costs Improves workflow Protects ThinPrep market share Significant increase in HSIL |
ThinPrep Imaging System: Becoming the Standard of Care ThinPrep Imaging System: Becoming the Standard of Care Notes: Imaging started in Q2 of 2003 Percent Slides Imaged 0% 5% 10% 15% 20% 25% 30% 35% 40% 45% Q4 2003 Q4 2004 Q4 2005 Q4 2006 1% 13% 30% 40% |
Cellient ™ Automated Cell Block System Cellient ™ Automated Cell Block System Allows individual cells or small tissue samples (<2mm diameter) to be processed for histological examination Eliminates operator dependence Provides standardized, consistent preparations in less than one hour, and ensures sample chain of custody Market launch: Second half 2007 Sold by existing lab sales force Market opportunity up to $200 million worldwide |
Full Term: The Fetal Fibronectin Test Full Term: The Fetal Fibronectin Test Identifies women at risk of preterm birth FDA approved Reimbursement established Market opportunity: $500 million worldwide |
Domestic Diagnostic Products - Summary Domestic Diagnostic Products - Summary ThinPrep ® Pap Test Leading test for cervical cancer screening US opportunity: 50-55 million tests annually International: >100 million tests 250 million tests since approval Platform technology ThinPrep ® Imaging System Advanced computerized imaging 46% ThinPrep Pap Test slides imaged Q1 2007 FullTerm: The Fetal Fibronectin Test Cellient ™ Automated Cell Block System Automated system to prepare individual cells or small tissue samples for histological examination Market launch: Second half 2007 FullTerm: The Fetal Fibronectin Test Predictor of preterm birth |
A Leading Provider of Innovative Medical Technology International |
Marlborough Cytyc International – Driving Growth Worldwide Legend Australia UK Spain France Italy Germany Switzerland Hong Kong Costa Rica China Mexico Brazil South Africa So. Korea Company presence Key distributors Japan Operating in over 20 countries Canada |
International Revenue 2004 – 2006 International Revenue 2004 – 2006 0 10000 20000 30000 40000 50000 60000 70000 80000 2004 2005 2006 ROW AsiaPac Europe Total CAGR 30% $40m $52m $68m |
Europe 44 Asia - Pacific 48 Rest of World 22 Total: 114 $500+ million annual revenue opportunity Additional upside from Imager Tests (Millions) Global ThinPrep Market Opportunity Less than 10% market penetration worldwide |
Creating a Global Leader in Women’s Healthcare Continuing a legacy of leading technology, innovation and rapid growth May 21, 2007 |
Expanded Product Portfolio Comprehensive Sales Coverage Ability to Leverage OB/GYN Channel Significant Cross-Selling Synergies Enhanced International Presence Creating a Global Leader in Women’s Healthcare Market Share Leader in Major Product Lines Proven Management Team Significant Cash Flow Generation Accretive to Adjusted EPS 1 Within the First Full Year After Close Strategic Rationale Combined Strengths 1 Adjusted EPS excludes the write-off and amortization of acquisition-related intangible assets, and related tax effect. |
MultiCare Stereotactic Biopsy Discovery Osteoporosis Screening Selenia Breast Cancer Screening MammoSite Radiation Therapy ThinPrep Pap Test & Imaging System Cervical Cancer Screening NovaSure Endometrial Ablation Adiana Contraception FullTerm - Adeza Preterm Labor Best-in-Class Solutions in Women’s Healthcare Suros Biopsy Systems Comprehensive Women’s Healthcare Platform |
Solutions for Major Women’s Healthcare Issues Helica Unpenetrated 1 in 3 Gestiva International ThinPrep Imaging System International Tomosynthesis Suros Celero Additional Opportunities Adiana FullTerm Fetal Fibronectin Discovery Sahara NovaSure ThinPrep Pap Test Selenia MultiCare Suros ATEC MammoSite Combined Offering High Medium Low High Medium High Market Growth $100M $1B+ $400M $110M $2.5B+ $550M $1B U.S. Market Size 1 in 4 1 in 2 Pregnancies 1 in 2 1 in 5 1 in 138 1 in 8 U.S. Women Affected Endometriosis Permanent Contraception Preterm Labor Osteoporosis Menorrhagia Cervical Cancer Breast Cancer International NM NM #1 #1 #1 #1 #1 U.S. Market Position International International International International Source: Market research and company estimates. |
Multiple platforms to enhance top and bottom line growth Increased scale through diversification of revenue and strong margin profile Enhanced cash flow; LQA EBITDA of ~$436M Revenue and cost synergy opportunities Estimated more than $0.10 accretive to adjusted EPS 1 within the first full year after close, significantly more accretive thereafter Rapid debt repayment, incremental earnings growth Financial Rationale 1 Adjusted EPS excludes the write-off and amortization of acquisition-related intangible assets, and related tax effect. |
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 |
Creating a Global Leader in Women’s Healthcare Comprehensive Women’s Healthcare Product Portfolio – Complementary best-in-class technologies Expanded Commercial Capabilities – Expansive U.S. sales channel coverage – Enhanced presence in key international markets – Platform for entry into new markets Opportunity to offer Integrated Solutions – Screening – Diagnostics – Therapeutics |
A Leading Provider of Innovative Medical Technology |
