Schedule 14A

Set forth below are the transcript and the presentation made by management of Cytyc at the Banc of America Securities Health Care Conference on May 30, 2007 at 7:40 P.M. (Eastern).

And the second one is, the public appearance statements. As you are aware, we are required to make a number of conflict of interest and related disclosures in connection with our participation in this conference and the companies that we may discuss. If you would like to review these important disclosures, please pick up the packets containing the public appearance disclosures at the back of this room. PDF copies can be accessed by those of you viewing these presentations via webcasts.

And with that, we’d like to welcome Patrick Sullivan and also Tim Adams from Cytyc for the presentation now.

So there. We’ve been through it. What I’d like to do this afternoon is spend about 10 minutes really going smartly through the Cytyc base business and then spend about 5 to 10 minutes on the Hologic-Cytyc combination, and then open it up for about 10 minutes for questions. But I think for us, at Cytyc, it really is, and has been, our objective to deliver 20% earnings growth, both top-line and bottom-line through organic research that we’ve done, as well as mergers and acquisitions. And to continue to increase our PBIT yield or PBIT leverage.

And one of the key strategic goals of mine is to really increase the bench strength of the organization, because one of the things that I think is a constraint to growth in any fast-growing organization is the ability to attract, motivate, and retain top talent. And that clearly is a key objective of ours.

When you look at Cytyc in 2003, we were a one-product company, did $303 million in revenue. That was one product. That was the ThinPrep Pap Test. It was on a worldwide basis, it was this file and that was it. During that year we launched

the ThinPrep Imaging System, which really started the diversification, acquired Novacept in 2004, Proxima in 2005, and you can see that diversification of the product lines growing from virtually 100% ThinPrep in 2003, to over $600 million in revenue in 2006, and really diversifying away from strictly a diagnostics business, where today we have virtually about a third of our business in surgical products and two-thirds in diagnostics.

We have four different divisions that I organized the company in the middle of last year – surgical products, diagnostic products, the international – which markets both of those products to all of our international locations – and then we’ve got a group specifically focused on M&A activity, as well as investing in young venture-backed companies.

To go through the surgical products business, start off with the three products that are in depth, product portfolio, the NovaSure endometrial ablation product that is a treatment for women that have abnormal bleeding. That’s a 2.5 billion market opportunity. MammoSite put us in radiation therapy for women that have had a lumpectomy or breast cancer play. It’s a $300 million opportunity. And along with MammoSite came GliaSite, which is a very interesting product for treating patients that have had brain cancer.

To start off with, the NovaSure procedure, this is a best-in-class product, the best in the market. It’s a four-minute, very quick, out-patient procedure. Major benefit, no pretreatment required. Has the highest success rate in the marketplace and has just been a tremendously successful product for us. In 2003, under Novacept, this product did $38 million in revenue. We expect to do $225 million in revenue in NovaSure procedures this year.

When you look at the endometrial ablation market, it’s large. If you only defined it as those women that are having the procedure hysterectomy, a dilation curettage, a GEA procedure, it’s about 600,000 to 700,000 procedures. When you add to that those patients who have abnormal bleeding that are put on hormone therapy, which fails 50% of the time, the market is 2.5 million women. When you look at those that suffer in silence, and then the total number of patients suffering from this disorder, it’s 7 million women, which represents a $7 billion market opportunity. This product has been growing quite rapidly for us since the acquisition occurred.

When you look at this product versus all the others on the market, clearly the market leader for a couple of reasons. J&J led the competition in this market when they acquired Gynecare back in 1998, 1999. Boston Scientific has an offering. American Medical Systems, Microsulis out of UK – they’re now out of the market, they have shut down. And then NovaSure, being the radio frequency device.

Quick comparison, procedure time 30 minutes for all of them, with the sole exception of NovaSure, 4 minutes. When you look at the time that energy is applied to ablate the endometrial tissue, 8 to 10 minutes in all the other cases. In the case of NovaSure it’s 90 seconds. Major advantage is there’s no pretreatment required. All the other devices require some sort of pretreatment, 30 to 60 days prior to the woman receiving the ablation procedure. NovaSure, you could have the woman identified in the morning, bring her in in the afternoon, and perform the procedure. Has the highest success rates of all of the procedures listed on this page.

Reimbursement is very favorable. It came down a little bit, a skosh last year when CMS came up with the final reimbursement numbers, but clearly, for the physician, and for the hospital, there’s adequate reimbursement. Our product cost, AUP is around $995 and we have raised prices twice over the last two years without any adverse indication on our volumes at all.

To come back to this overall market opportunity, if you look at just NovaSure, of the 600,000 procedures that are done, we are clearly the market leader, 62%. But when you look at it of the 7 million women who are suffering from the disorder, it’s only 3% market share. We have met with the FDA to consider what we call NovaSure for elective use, that is, women who don’t suffer from abnormal bleeding, but normal women with normal periods that just for their own – want to rid themselves of their monthly period. We are starting a trial that we’d expect to have done by the end of next year with the launch of that indication in 2009, which is a billion dollar market opportunity.

To come to the second product in our surgical products division, it’s the MammoSite Radiation Therapy device. It’s a method for really providing women who have had a lumpectomy with radiation therapy, post-lumpectomy, as opposed to whole breast radiation. This product we’ve been through the FDA process. It’s on the market. We now have five-year data. In total we’ve done about 25,000 procedures since the product was approved in 2003. What the product is, it’s a device where a balloon is inserted into the lump where the cancer is removed. It’s infused with saline solution and then through this catheter, a radiation source is basically threaded through that catheter twice a day for 5 days and it delivers the same therapeutic dose as a women going to whole breast radiation for 30 days twice a day. So major benefit for this procedure is that it shortens the procedure time significantly for the patient, compliance is much higher, the cosmesis is better in many cases, and the outcome, or the recurrence of cancer, is equivalent to that of whole breast radiation. So we think this is a much better way to provide a patient with radiation therapy post-lumpectomy.

The market is large. If you look at the number of breast cancer cases, 275,000 in the United States every year, including DCIS. And you remove from that eligible patient population – those patients for whom MammoSite is not appropriate –

those patients with a small breast, those that prefer to have a mastectomy versus the lumpectomy, and those that have pathology where their lymph nodes are involved in the breast cancer would not be candidates. It’s 126,000 procedures per year times our AUP of $2,500 per procedure. That’s a $300 million market opportunity for us. In total, we’ve penetrated about 10% of that market today.

This is a very good story. Reimbursement is very high for this procedure. When you look at it from the breast surgeon’s perspective, a breast surgeon today does not participate in any reimbursement once they perform the procedure, when a patient goes on to whole breast radiation. In the case of MammoSite, they now participate to the tune of about $4,500 in reimbursement that was not available to them. So a major motivator for the breast surgeon is not only the benefit for the patient of 5 days versus 30 days, but from a procedure basis that breast surgeon now participates in the reimbursement scheme, as well as the radiation oncologist participates in a manner in which they were accustomed to with whole breast radiation.

The other product that we acquired in February of this year is a product that puts us into hysteroscopic sterilization. This product would compete with Conceptus, as an alternative to tubal ligation. It uses radio frequency, much as our NovaSure device does today. A one-time use delivery catheter that we would expect to have margins like our other surgical products, in excess of 80%. We will submit to the FDA the last two modules by the end of the second quarter, so by the end of June, and we would expect approval by the beginning of next year. Big market opportunity, 700,000 tubal ligations performed every year and thanks to another entrant already in the marketplace, reimbursement is already established for this procedure.

So when you look at surgical products, it is really the growth story today of the Cytyc’s business. All of the surgical products are growing quite nicely. With NovaSure, NovaSure elective use, MammoSite, and Adiana, we think we are in great shape as a growth story in the Cytyc surgical products.

To go to the flagship products, the diagnostic products, the second side of the story, this is products on which the company was founded back in the late ‘80s and the early ‘90s and they really encompass, essentially, the replacement for the Pap smear. With the ThinPrep Pap Test and the ThinPrep Imaging System, those were the two products for which the company was founded. And we’ve recently acquired Adeza Biomedical in February as well, which provides for us Fetal Fibronectin Test and we’ve got an internal development program that provides us some additional product for our laboratory customers called Celliant.

When you look at the ThinPrep Pap Test, major advantages over the conventional Pap smear, the adoption of this product, there was no improvement in cervical cancer screening from 1940 to 1996 when the ThinPrep was approved. But when

you look at the rate of cervical cancer in ‘97 through 2005, we’ve seen a significant 28% reduction in cervical cancer as a result of significant market penetration from literally, virtually zero in 1996 to ThinPrep today is about 70% of the market. So we think that we have had a significant improvement in the detection of cervical cancer with the launch and widespread adoption of the ThinPrep Pap Test. And it’s just simply better than the conventional Pap smear.

Second product of this category is the Imaging system. So you have the ThinPrep slide at the laboratory. The cytotechnologist can miss – so they give me 10 hours of one-on-ones, so now my voice gives out. Excuse me. This is a product that really protects the ThinPrep share. It improves the laboratory economics, it’s more accurate and it shows improved diagnosis of cervical disease.

Reimbursement is a very good story here. When you look at the ThinPrep, we’ve increased reimbursement by about $20 versus the conventional. On the Imaging system, we continue to improve it by $9 versus conventional, and the laboratories can make about 75% more revenue by using the Imaging system. So not only is it better medicine, but it’s better economics.

When you look at the adoption of the Imaging system from approval in the middle of 2003 to today, at the end of the fourth quarter we had 40% of the market. LabCorp, at the end of the fourth quarter, about 66% of their volume was imaged using the ThinPrep Imagining System. As many of you know, we’re in the process of an evaluation at Quest in four of their laboratories as we speak.

The Celliant system is simply another laboratory add-on product that we are in the process of clinical, essentially, beta-site testing, and expect to launch this product in the second half of this year. It’s a complete synergistic add-on product to our laboratory sales force, with a $200 million market opportunity. So leveraging our laboratory sales force is the – with our existing customers – is the headlines for this product.

And further, the Fetal Fibronectin Test, the Adeza acquisition, FDA approved, is now in the hands of our sales force. We think this is a tremendous synergistic fit with our OB/GYN sales force, and our laboratory sales force. We’re bringing marketing muscle to this product three times that that Adeza had behind the product in the January-February timeframe. So we think we’ll have significant impact in improving the uptake and adoption of the Fetal Fibronectin Test.

Second to that, the Gestiva product, which is a therapeutic for preventing preterm birth. So one of the issues with Fetal Fibronectin is, if you have a positive, which you may have positive predictive values 15 to 30%, what does the doctor do? For the case of Gestiva, now you have the answer. You just provide the patient with six doses of Gestiva during the last six weeks of pregnancy and you reduce her risk of delivering preterm. This product, we believe, is $100 million market opportunity for us. We received an approvable letter in October of last year and expect to have the product on the market in the second half of next year.

International has been a growth story for us as well, 30% year-over-year growth. We are in 20 countries, virtually direct in all countries. We go through distributors in China and service that through Hong Kong, but virtually we’re across the world, a direct presence. If you look at the overall market growth, 40 million in 2004, growing 30% year-over-year to 2006. We think we are way under penetrated in the international markets. Most medical device companies should have somewhere between 30 to 50% of their revenues outside the United States, we’ve got 12. So we think we’ve got tremendous growth opportunities.

Near term, with the ThinPrep Pap Test, big market opportunities there, over 100 million tests on a worldwide basis. Europe is growing quite nicely. Virtually two-thirds of the UK market, we believe, will be ThinPrep, and we’re about half way through that market adoption to 100% liquid-based cytology. Asia-Pacific and the rest of the world are tremendous market opportunities.

NovaSure also has a lot of runway internationally with a greater than $100 million market opportunity. We’re just launching that product in selective countries where we have the infrastructure in the UK and Canada and Australia, where we think we have significant market opportunity for the NovaSure product.

So our international strategy is really to capitalize on the near-term growth of ThinPrep, on the diagnostic and imaging side, to really leverage that GYN presence with the NovaSure procedure and lay the foundation for our MammoSite breast cancer product.

And now I’d like to turn to perhaps what we’ve been talking about mostly for the last week and a half, the merger announcement of Cytyc with Hologic, to really create a global leader in women’s health. And I think this is, for me, a compelling and provocative story, the combination of two leaders in their respective industries that will allow us to build a platform with best-in-class products to really lead the market in providing the best products for women’s health.

When you look at the strategic rationale, it allows both companies to expand the product portfolio. We simply have a broader coverage. The sales coverage is phenomenal — OB/GYNs, radiation oncologists, breast surgeons, radiologists – all related to women’s health. And I think this is a very strategic and very important combination that gives us a lot of scale to really leverage our OB/GYN sales force, to provide for cross-selling synergies, particularly on the breast side, on the osteoporosis side, as well as internationally where Hologic today mostly goes through the distributor model. As I mentioned earlier, we go direct, so I think there’s opportunity to, on selected countries, to potentially go direct, which is my favorite model. And, where we particularly may have a weak distributor, where we use distributors, we may be able to piggyback on some very strong Hologic distributors.

I think combined we have a significant cash flow generation, market leader in virtually all products that we provide, proven management teams in place in both companies to really make this a significant growth platform in the future.

And if you just look across the products, I think this is compelling. You look at all of the issues that a woman faces in her life – cervical cancer screening, preterm labor, endometrial ablation, contraception, osteoporosis, radiation therapy, biopsy for breast cancer, breast cancer screening – we have the portfolio of products that are the best-in-class. And this is my favorite slide. If you look across the markets that we will compete in, the seven markets here, where we have products on the market – we don’t have them yet on permanent contraception or endometriosis – we are number one, and will be number one in virtually every market that we serve. In huge markets, the combined growth and strength of these two companies together, I think, is just simply much better than either one of us would be on our own.

So let’s give you a transaction overview. As you probably saw in the press release it’s .52 Hologic shares and 16.50 for each Cytyc share. The pro forma ownership will be Hologic 45%, Cytyc 55%. The NewCo will be Hologic headquarters in Bedford, Massachusetts. We will maintain the Cytyc name. I will become the Chairman of the Board, Hologic will have six Directors and Cytyc will have five. I’d like to introduce Jack Cumming in the back of the room who is sitting in my presentation. Jack’s going to give me a download on how I did today on the presentation. He will be the Chief Executive Officer of the combined companies. We’ll have the traditional shareholders of both companies approving the transaction with HSR approvals, et cetera. Expect to perform some financing in the terms of probably around $2.3 billion in debt and the balance in Hologic shares. And we would expect to close in the third quarter of this year.

Financial rationale, I think, is as compelling as the market story, where we will have multiple platforms to really enhance the top and bottom-line growth, really enhance the diversification of both companies. The last quarter annualized EBITDA of nearly $440 million. We’ll have both revenue and cost synergies. On the call we talked about $75 million in revenue, $25 million in synergies. That was done with a very small group of individuals. In the process, we think, as we get our management teams involved, we’ll obviously be refining those estimates. As we discussed, expected to be more than 10 cents accretive to adjusted earnings per share and significantly more accretive thereafter, with a combined EBITDA of the two companies, a very rapid pay down of the debt.

When you look at the two companies together, the last quarter annualized, we’re basically the same number, $720 million in revenue. So in total, the combined companies will be $1.4 billion in revenue. Gross margins being blended together of about 60% and an EBITDA, as I mentioned, of about $440 million.

So that overall 2008 guidance we gave a week ago Monday was a revenue guidance of $1.70 – sorry, revenue guidance of $1.7 billion, the adjusted earnings per share of $2.35 to $2.40, gross margins in the 65% range. And again, coming back to the first slide I put up in the presentation, our goal is to provide for a 20% top-line and bottom-line growth. And I think with the combined companies, there’s – we feel very confident in our ability to deliver to investors that type of both top-line and bottom-line growth.

So I think this is a compelling opportunity to create, really, a comprehensive leader in women’s healthcare. We’ll have the broadest portfolio, number one products, across a board number of women’s healthcare needs, expands the sales portfolio at over 450 sales people in the combined companies and we’ll be able to offer integrated solutions related to screening, diagnosis, and therapeutics.

A couple issues I’d like to just touch on that people have asked me and then we’ll open it up for questions. The question has become, well, gee, what are the sales synergies? The obvious ones we talked about were breast cancer product offerings from detection using mammography. The Celliant product which is best-in-class, rapid growth, rapid adoption. You look at the Suros products, breast biopsy, combining where they are in the radiology centers, combining their products with our product offering in the breast surgeons, I think is very synergistic on the revenue side. And then finally, the international opportunity, I think, is tremendous.

But one thing that I think in the market, quite frankly, is missing. And that is the power of the Cytyc OB/GYN sales force. We converted the market from the conventional Pap smear in 1996 to the ThinPrep Pap Test. We don’t sell to the OB/GYN. We don’t sell to the OB/GYNs. Our market and commercial relationship was with the laboratories. But what we found in 1996 was the labs were unwilling or unable to convert unless we went out and marketed to the OBs. So we did that with the ThinPrep Test, 70% market share. We did that with the Imaging system to basically get the labs to listen to the OBs, because the OBs were basically demanding that of their laboratory customers. We’ve done that with NovaSure, where most doctors didn’t even ask their patients about abnormal bleeding, and we’re going to do it with mammography.

If you think about a woman going in for her well-patient visit, her screening visit every year, she’s going to get osteoporosis if she’s of that age. She’s going to get a clinical breast examination, and she’s going to get a pelvic examination and a Pap test. And in the combined companies, we’re going to be able to provide to them, basically, the best products across all of those classes.

And finally, I’ll leave you with this little statistic. When you look at patients physicians that refer to the mammography center, 87% of the OB/GYNs refer patients to mammography, that’s compared to 30% with internal medicine doctors and 22% with family practitioners. So the women don’t just show up at the mammography center because they look in the Yellow Pages and try to figure out where they’re going to get their mammography done. They listen to their doctors , and we have shown the ability and the wherewithal to influence that patient referral pattern. And this is why, for me, it makes such strategic sense that we’re going to be able to move mammography quicker, the adoption quicker, as well as utilization to mammography centers at a faster rate than Hologic would on their own.

In terms of the timing, I’ve known Hologic for probably 10 years. We first looked at them in the mid-’90s with the bone density optometry product, as we were looking at other acquisition opportunities. And Jack called me a couple months ago said, “I think it’s time.” I hadn’t really looked at how they’re doing, but I looked at their December quarter, $163 million in revenue. I looked at ours, $163 million in revenue. I said, “I think it’s time.” They’re on a very rapid adoption of digital mammography and I think together we’re just much, much better together than we are apart. Why today? I guess I could say, “You know, Jack, I’m thinking about asking you to the prom next year. Would you maybe we should go on a date and see if…,” I think the timing is right and the stars are aligned. We should do it why it makes sense. If we didn’t do it today, who knows, a year from now or two years from now, he’d be doing something else, we’d be doing something else and

we wouldn’t have the opportunity to create the global leader in women’s health. All the other opportunities out there that we looked at – we’ve been in competition with Hologic on all of the M&A deals we’ve done. They’ve looked at them, we’ve looked them. We’ve won some, they’ve won some. But this is an opportunity to basically stop doing that and work on it together.

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

well

other

economic,

business

and/or

competitive

factors;

and

the

effect

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

Corporate Structure

Domestic Surgical Products Division

NovaSure

Endometrial Ablation

MammoSite

Radiation Therapy

Gliasite

System

Domestic Diagnostic Products Division

ThinPrep

Pap Test

ThinPrep

Imaging System

Cellient

™

Automated Cell Block System

Full Term

: The Fetal Fibronectin

Test

International Division

Cytyc Development Company

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

GliaSite

System

•

Post-surgical radiation therapy for malignant brain tumors:

$100 M market opportunity

NovaSure’s

Competitive Advantage

1.4

4.2

None

NovaSure

RadioFrequency

3.5

39.3

Lupron

Yes

Microsulis

Microwave

10-12

Lupron Single

Yes

AMS Her Option

Cryotherapy

26.4

Lupron Double

Yes

BSC HTA

Hot water

27.4

D&C

Yes

J&J Therma

Choice

Hot water

Treatment

Time*

Procedure

Time*

Pre-Treatment

Modality

Product

*minutes

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

MammoSite Procedure

STEP 1:

After tumor removal,

uninflated

balloon

placed in the tumor

resection cavity

STEP 2:

Fill balloon with saline

solution to create a

symmetric sphere

Allows for

calculation of the

radiation treatment

STEP 3:

Deliver radiation by

placing a radioactive seed

into the catheter using

commercially available

afterloaders

Two 15-minute

procedures per day for

5 days

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

MammoSite Reimbursement: 2007

5-6 days

30-35 days

Treatment Time

$12,660

$10,545

Professional Fee: Free-

standing Center (radiation

oncologist)

$ 1,705

$ 2,565

Professional Fee Hospital

(radiation oncologist)

$12,445

$ 8,725

Hospital Facility Fee

MammoSite

Radiation

Whole Breast

Radiation

Radiation Delivery

$ 4,490

Office (breast surgeon/

radiation oncologist

$ 190

$90

Hospital (breast surgeon)

Separate

Procedure

At Time of

Lumpectomy

Placement of Catheter

Illustrative

19297

19296

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

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

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

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

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.

Permanent financing anticipated to be combination of pre-payable

term loan and equity-linked securities

Financing:

Hologic, Inc. (NASDAQ: HOLX), continue Cytyc name

Name of NewCo:

Third Quarter of CY2007

Timing to Close:

Shareholders of both companies, customary closing conditions and

anti-trust clearance, including HSR and various country filings

Customary Approvals:

Chief Executive Officer: Jack Cumming

Management:

Chairman of the Board: Patrick Sullivan

Hologic: 6 Directors

Cytyc: 5 Directors

Board Composition:

Hologic:

45%

Cytyc:

55%

Pro Forma Ownership:

0.520 Hologic shares and $16.50 for each Cytyc share valued at

$46.46 per share or 33% premium, for approximate total

consideration of $2.2B in cash and $4.0B in stock

Purchase Consideration:

Transaction Overview

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.

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