Cytyc DEFA14A Additional proxy soliciting materials

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):

x	No fee required.

¨	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:

(5)

Total fee paid:

¨	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.:

(3)

Filing Party:

(4)

Date Filed:

The following presentation will be delivered by management of Cytyc at the Piper Jaffray London Health Care Conference on June 20, 2007 at 8:40 a.m., London time ( 3:40 a.m. Eastern).

Cytyc Corporation

A Leading Provider of Innovative

Medical Technology

Piper Jaffray

London

Healthcare Conference

June 20, 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

Cytyc

that

are

subject

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

the

date

they

were

made.

Cytyc

disclaims

any

obligation

publicly

update or revise any such statements to reflect any change in its expectations or events,

conditions,

circumstances

which

any

such

statements

may

based,

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

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

international

operations.

addition,

the

transaction

will

require

the

combined

company

obtain

significant

financing.

While

Hologic

has

obtained

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

revisions

any

such

statements

reflect

any

change

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

charge

the

website

maintained

the

SEC

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

January

25,

2007.

Cytyc,

and

certain

its

directors and executive officers, may be deemed to be participants in the solicitation of

proxies

from

its

stockholders

connection

with

the

merger.

The

names

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

the

merger

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

thereto.

EBITDA

defined

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

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

100

200

300

400

500

600

700

800

900

1 Billion

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

Domestic Surgical Products Division

NovaSure

Endometrial Ablation

MammoSite

Radiation Therapy

Domestic Diagnostic Products Division

ThinPrep

Pap Test

ThinPrep

Imaging System

Cellient

™

Automated Cell Block System

Full

Term

The

Fetal

Fibronectin

Test

International Division

Domestic Surgical Products

Changing medical practice with innovative

medical technology

NovaSure

Endometrial Ablation

•

Treatment for excessive menstrual bleeding: $2.5 B market

opportunity

MammoSite

Radiation Therapy

•

Treatment of early-stage breast cancer: $300 M opportunity

NovaSure Procedure

4-minute, outpatient

procedure

No pretreatment drugs

required

Conscious sedation

Recovery = 1 hour

Highest success rates

Reimbursement

established nationwide

Endometrial

Ablation:

Large

and

Underserved

Market

Estimates per Cytyc Corporation *All age groups

Hysterectomy,

D&C, GEA

Total

Suffering

Silent

Sufferers

Hormonal

Therapy

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

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

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

Domestic Diagnostic Products

ThinPrep

Pap

Test

ThinPrep

Imaging

System

FullTerm

The

Fetal

Fibrinectin

Test

Cellient

™

Automated

Cell

Block

System

Marlborough

Cytyc International –

Driving Growth Worldwide

Legend

Australia

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

10000

20000

30000

40000

50000

60000

70000

80000

2004

2005

2006

ROW

AsiaPac

Europe

Total CAGR

30%

International Revenue 2004 –

2006

International Revenue 2004 –

2006

$40 m

$52 m

$68 m

Cytyc International

Pursue 3 key growth levers

Capture and solidify diagnostic share

Expand Gyn surgery share and market size

Lay foundation for MammoSite growth

Strengthen our infrastructure to better serve

customers and capture market opportunities

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

Within the

First Full Year After Close

Strategic Rationale

Combined Strengths

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

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

U.S. Market

Position

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

than

$0.10

accretive

adjusted

EPS

within

the first full year after close, significantly more accretive

thereafter

Rapid debt repayment, incremental earnings growth

Financial Rationale

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

Cytyc Corporation

Cytyc (CYTC) Inactive DEFA14AAdditional proxy soliciting materials