Cytyc Acquires Adeza Biomedical Corporation.MARLBOROUGH, Mass. -- Cytyc Corporation (Nasdaq: CYTC) today announced that its wholly-owned subsidiary, Augusta Medical Corporation, merged with and into Adeza Biomedical bi·o·med·i·cal adj. 1. Of or relating to biomedicine. 2. Of, relating to, or involving biological, medical, and physical sciences. Corporation (Nasdaq: ADZA), with Adeza continuing as the surviving corporation and a wholly-owned subsidiary of Cytyc. The merger of Augusta and Adeza was consummated effective as of 10:36 a.m., New York City New York City: see New York, city. New York City City (pop., 2000: 8,008,278), southeastern New York, at the mouth of the Hudson River. The largest city in the U.S. time, on April 2, 2007 without a meeting of the stockholders of Adeza in accordance with the Delaware General Corporation Law. In connection with the merger, Adeza's name was changed to Cytyc Prenatal Products Corp. As a result of the merger, all remaining outstanding shares of Adeza common stock were converted into the right to receive $24.00 per share in cash, without interest, other than shares held by Cytyc or any of its subsidiaries or shares held by Adeza stockholders who perfect their rights to appraisal in accordance with the Delaware General Corporation Law. Patrick J. Sullivan, Cytyc's chairman, president, and chief executive officer, commented, "This acquisition represents another significant milestone for Cytyc as we expand our leadership in women's health Women's Health Definition Women's health is the effect of gender on disease and health that encompasses a broad range of biological and psychosocial issues. to include maternal-fetal care. The FullTerm[TM] Fetal Fibronectin Fetal fibronectin (fFN) is a protein produced by fetal cells and a type of fibronectin. fFN is found at the interface of the chorion and the decidua (between the fetal sack and the uterine lining). Test offers clear clinical and cost benefits for the assessment of preterm preterm /pre·term/ (-term´) before completion of the full term; said of pregnancy or of an infant. pre·term adj. birth and provides another excellent addition to our growing product portfolio. Mr. Sullivan added, "As previously stated, we expect this acquisition to be break-even to earnings in 2007 and at least $0.05 accretive to 2008 diluted earnings per share diluted earnings per share An earnings measure calculated by dividing net income less preferred stock dividends for a period by the average number of shares of common stock that would be outstanding if all convertible securities were converted into shares of . We welcome Adeza's employees to the Cytyc family and look forward to working with our new colleagues to continue to deliver best in class products and service to Adeza's and Cytyc's customers. Cytyc Corporation is a diversified diagnostic and medical device company that designs, develops, manufactures, and markets innovative and clinically effective diagnostic and surgical products. Cytyc's products cover a range of cancer and women's health applications, including cervical cancer Cervical Cancer Definition Cervical cancer is a disease in which the cells of the cervix become abnormal and start to grow uncontrollably, forming tumors. screening, treatment of excessive menstrual bleeding, radiation treatment of early-stage breast cancer, and radiation treatment of patients with malignant brain tumors Brain Tumor Definition A brain tumor is an abnormal growth of tissue in the brain. Unlike other tumors, brain tumors spread by local extension and rarely metastasize (spread) outside the brain. . Cytyc is traded on The NASDAQ Global Select Market under the symbol CYTC. Cytyc is a registered trademark of Cytyc Corporation. Forward-looking statements in this press release are made pursuant to the provisions of Section 21E of the Securities Exchange Act of 1934. Investors are cautioned that statements in this press release which are not strictly historical statements, including, without limitation, statements relating to relating to relate prep → concernant relating to relate prep → bezüglich +gen, mit Bezug auf +acc the expected benefits of the transaction, 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 and Adeza 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 Adeza into Cytyc's business subsequent to the closing of the transaction, 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 An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute. When a person begins a civil lawsuit, the person enters into a process called litigation. , competition and competitive pricing pressures, risks associated with the FDA FDA abbr. Food and Drug Administration FDA, n.pr See Food and Drug Administration. FDA, n.pr the abbreviation for the Food and Drug Administration. regulatory approval processes and healthcare reimbursement policies in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. and abroad, introduction of technologies that are disruptive to Cytyc's business and operations, the potential consequences of the Cytyc Audit Committee's voluntary review of circumstances relating to certain employee stock option exercises, including the impact of the expected restatement of Cytyc's financial statements, the associated costs and expenses, and 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 and Adeza's filings with the SEC, including those under the heading "Risk Factors" in Cytyc's 2006 Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. 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. |
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