 Creating a Leading Diagnostics Franchise Focused on Women’s Health April 30, 2012 Exhibit 99.1 |
 Forward-Looking Statements This presentation contains forward-looking information that involves risks and uncertainties, including statements about Hologic’s and Gen-Probe’s plans, objectives, expectations and intentions. Such statements include, without limitation, statements about the timing of the completion of the transaction, the anticipated benefits thereof, including anticipated future financial and operating results of the combined company, the expected permanent financing for the transaction, other of Hologic’s and Gen-Probe’s plans, objectives, expectations and intentions, and other statements that are not historical facts. Forward-looking statements may contain words such as “expect,” “believe,” “may,” “can,” “should,” “will,” “forecast,” “anticipate,” or similar expressions (including their use in the negative), and include assumptions that underlie such statements. These forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including but not limited to: the ability of the parties to consummate the proposed merger in a timely manner or at all; satisfaction of the conditions precedent to consummation of the proposed merger, including the ability to secure regulatory approvals in a timely manner or at all, and approval by Gen-Probe’s stockholders; the possibility of litigation (including related to the merger itself); successful completion of anticipated financing arrangements; Hologic’s ability to successfully and timely integrate Gen-Probe’s operations, product lines, technologies and employees, and realize synergies from the proposed transaction; unknown, underestimated or undisclosed commitments or liabilities; effects of purchase accounting that may be different from expectations; the level of demand for the combined company’s products; the ability of the combined company to develop, deliver and support a broad range of products, develop new products, expand its markets and/or develop new markets; and the ability of the combined company to attract, motivate and retain key employees. Moreover, the combined business may be adversely affected by future legislative, regulatory, or tax changes as well as other economic, business and/or competitive factors. The risks included above are not exhaustive. Other factors that could adversely affect the combined company’s business and prospects are described in the combined company’s filings with the Securities and Exchange Commission. The companies expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any such statements presented herein to reflect any change in expectations or any change in events, conditions or circumstances on which any such statements are based. 2 |
 Use of Non-GAAP Financial Measures Hologic, Inc. (the “Company”) has presented the following non-GAAP financial measures in this presentation : adjusted net income and adjusted EBITDA of each of Hologic and Gen-Probe, and pro forma adjusted net income, adjusted EPS and adjusted EBITDA of the combined company. The Company defines its non-GAAP adjusted net income and adjusted EPS to exclude the non-cash amortization of intangible assets, other acquisition-related charges, such changes for contingent consideration, transaction costs and charges associated with the write-up of acquired inventory to fair value, non-cash interest expense related to amortization of the debt discount for convertible debt securities, divestiture and restructuring charges, non-cash loss on exchange of convertible notes, and one-time, nonrecurring, unusual or unanticipated charges, expenses or gains. The Company’s non-GAAP adjusted EBITDA excludes from its GAAP net income: (i) the items excluded in its calculation of non-GAAP adjusted net income; (ii) interest expense, net, not otherwise excluded in calculating its non-GAAP adjusted net income; (iii) provision for income taxes; and (iv) depreciation expense. The reconciliations of these historical non-GAAP measures to each of Hologic’s and Gen-Probe’s GAAP financial measures for the periods presented, are set forth on slide 22. Future GAAP EPS may be affected by changes in ongoing assumptions and judgments relating to the combined company’s businesses, and may also be affected by nonrecurring, unusual or unanticipated charges, expenses or gains, all of which are excluded in the calculation of non-GAAP adjusted net income, adjusted EPS and adjusted EBITDA as described in this presentation. It is therefore not practicable to reconcile this non-GAAP guidance to the most comparable GAAP measure. The Company believes the use of these non-GAAP metrics are useful to investors in comparing the results of operations for comparable periods by eliminating certain of the more significant effects of its acquisitions and related activities, non-cash charges resulting from changes in GAAP, and litigation settlement, divestiture and restructuring. These measures also reflect how the Company manages the business internally. In addition to the adjustments included in the calculation of the Company’s non-GAAP adjusted EBITDA eliminates the effects of financing, income taxes and the accounting effects of capital spending. As with the items eliminated in its calculation of non-GAAP adjusted net income, these items may vary for different companies for reasons unrelated to the overall operating performance of a company’s business. When analyzing the Hologic’s, Gen-Probe’s and the pro forma combined company’s operating performance, investors should not consider these non-GAAP financial measures as a substitute for net income prepared in accordance with GAAP. . 3 |
 Agenda 4 Transaction Summary Strategic Rationale Financial Highlights Roadmap to Completion |
 Combination of Leading Diagnostics Franchises 5 Combines Best-in-Class Technologies Strengthens Molecular Diagnostics Franchise Comprehensive Cervical Cancer Screening Solution Complementary Sales Force and Product Offering Opportunity to Accelerate International Expansion Strong Growth and Margin Profile Immediate Accretion Expected with Continued Strong Earnings Momentum |
 Transaction Summary 6 Hologic will acquire all of the outstanding shares of Gen-Probe for $82.75 per share for total enterprise value of $3.7 billion 100% cash transaction funded through available cash and additional financing of term loans and high yield securities Requires approvals by Gen-Probe shareholders, regulatory authorities and other customary closing conditions Transaction targeted to close second half of calendar 2012 Structure Considerations Approvals Closing |
 Agenda 7 Transaction Summary Strategic Rationale Financial Highlights Roadmap to Completion |
 Hologic’s Best-in-Class Technologies Gen-Probe’s Products Are Highly Complementary 8 Complementary technologies & markets… …with a focus on R&D to drive future growth Breast Health Surgical Diagnostics |
 Class Leading Cervical Cancer Screening Solutions Flexible Depending on Market Need Type of Lab 9 Combined Cervical Cancer Screening Offerings: APTIMA Cervista Genotyping TPPT & Imaging |
 Combined Menu & Sales Force Infrastructures Combined Company Menu • HPV - APTIMA - Cervista - Genotyping • CT / NG • Trichomonas • TPPT & Imaging • fFn 10 Combined Sales Call Point • Molecular Lab • Cytology Lab • Physician • Drive Test Utilization • Drive Compliance • Communicate Guidelines • Portfolio Sales |
 International Expansion: Combining Hologic’s Worldwide Direct Sales Force & Distribution Partners with Gen-Probe’s Assays & Platforms • Use Hologic’s International Direct Sales Force to Accelerate Global Adoption of Gen-Probe’s Automation & Assays • Further Round Out Hologic’s International Portfolio Direct Sales Distribution Partner 11 |
 Agenda 12 Transaction Summary Strategic Rationale Financial Highlights Roadmap to Completion |
 Financial Highlights 13 Strong Financial Profile and Immediate EPS Accretion Accelerates Top and Bottom-Line Growth Diversified Revenue Mix in Women’s Health Significant Synergies Disciplined Balance Sheet Approach Poised to Create Significant Long-Term Shareholder Value Poised to Create Significant Long-Term Shareholder Value |
 Strong Financial Profile and Immediate EPS Accretion 14 Estimated to be $0.20 Accretive to Adjusted EPS For First Full Year After Close LTM as of 31-Mar-2012 Revenue ($mm) $1,862 $587 Adjusted EBITDA ($mm) $634 $188 % Margins 34% 32% Pro Forma $2,449 $822 34% |
 Accelerates Top and Bottom-Line Growth 15 Combination Poised for Sustained Growth Combination Poised for Sustained Growth Strength of Current Growth Portfolio (Tomo, Myosure, CT/NG, HPV, Trich) International Infrastructure Provides Expansion Opportunity Incremental Upside from Cross-Selling Opportunities Continued R&D Investment to Drive Innovation Gen-Probe’s Consistent Track Record of Growth Gen-Probe’s Consistent Track Record of Growth Revenue Adjusted EBITDA ($ in millions) $ 403 $ 576 2007 2011 $ 133 $ 191 2007 2011 |
 Diversified Revenue Mix In Women’s Health 16 17% Surgical 5% Skeletal 46% Breast Health 32% Diagnostics 61% Diagnostics 35% Blood Screening 4% Other 50% Diagnostics ($1.2bn) 38% Women’s Imaging ($0.9bn) 12% Surgical ($0.3bn) 86% Women’s Health Focus |
 Significant Synergies 17 $75 million of projected annual cost savings within 3 years Cross-selling provides potential for meaningful revenue synergies — Alignment of assets to maximize efficiencies — Overhead consolidation $40 Million in Cost Synergies Anticipated in Year One $40 Million in Cost Synergies Anticipated in Year One |
 Disciplined Balance Sheet Approach 18 Pro forma LTM net leverage of 5.3x* expected to be below 5.0x by fiscal year- end Robust cash flow expected to provide ability to return to pre-transaction leverage level within 3 years Operating Cash Flow (LTM, March 31, 2012) Pro Forma * Including synergies $ 452m $ 173m $ 625m |
 Agenda 19 Transaction Summary Strategic Rationale Financial Highlights Roadmap to Completion |
 Roadmap to Completion 20 Integration teams to report to CEOs Intention to retain Gen-Probe senior management team and San Diego presence Well-recognized Gen-Probe brand will be maintained Regulatory authorities approvals Gen-Probe shareholder vote Expected close second half of calendar 2012 Management Team Focused on Seamless Integration Management Team Focused on Seamless Integration |
 Combination of Leading Diagnostics Franchises 21 Combines Best-in-Class Technologies Strengthens Molecular Diagnostics Franchise Comprehensive Cervical Cancer Screening Solution Complementary Sales Force and Product Offering Opportunity to Accelerate International Expansion Strong Growth and Margin Profile Immediate Accretion Expected with Continued Strong Earnings Momentum |
 Reconciliation of GAAP Net Income to Non-GAAP Adjusted Net Income and Pro Forma EBITDA 22 Hologic Gen-Probe Twelve Months ended March 24, 2012 Twelve Months ended March 31, 2012 Pro Forma Combined NET INCOME GAAP net income 44,304 $ 49,307 $ 93,611 $ Adjustments: Amortization of intangible assets 242,124 11,015 253,139 Non-cash interest expense relating to convertible notes 73,598 - 73,598 Non-cash loss on convertible notes exchange 42,347 - 42,347 Contingent consideration 91,978 - 91,978 Gain on sale of intellectual property, net (12,424) - (12,424) Adiana closure charges 18,284 - 18,284 Litigation settlement charges 760 - 760 Restructuring and divestiture (excludes Adiana items) 282 2,646 2,928 Acquisition-related costs and other charges 2,924 2,546 5,470 Other-than-temporary impairment of investment - 39,842 39,842 Goodwill and asset impairment charges - 12,746 12,746 Income tax effect of reconciling items (152,226) (6,410) (158,636) Non-GAAP adjusted net income 351,951 $ 111,692 $ 463,643 $ EBITDA Non-GAAP adjusted net income 351,951 $ 111,692 $ 463,643 $ Interest expense, net, not adjusted above 39,374 (8,103) 31,271 Provision for income taxes 175,248 48,989 224,237 Depreciation 67,571 35,657 103,228 Adjusted EBITDA 634,144 $ 188,235 $ 822,379 $ |