Cytyc Corporation's Acquisition of Pro-Duct Health, Inc. Clears Antitrust Review.Business/Technology Editors & Health/Medical Writers BOXBOROUGH, Mass.--(BUSINESS WIRE)--Nov. 27, 2001 Cytyc Corporation (Nasdaq: CYTC) announced today that the waiting period has expired under the Hart-Scott-Rodino Antitrust Improvements Act The Hart-Scott-Rodino Antitrust Improvements Act of 1976 (Public Law 94-435, known commonly as the HSR Act) is a set of amendments to the antitrust laws of the United States, principally the Clayton Antitrust Act. The HSR Act was signed into law by President Gerald R. of 1976 with respect to Cytyc's pending acquisition of Pro-Duct Health, Inc. The expiration EXPIRATION. Cessation; end. As, the expiration of, a lease, of a contract, or statute. 2. In general, the expiration of a contract puts an end to all the engagements of the parties, except to those which arise from the non- fulfillment of obligations created of the Hart-Scott-Rodino waiting period satisfies one of the conditions necessary to complete the acquisition. Cytyc announced on October 18, 2001, that Cytyc and Pro-Duct Health had entered into a definitive merger agreement on October 17, 2001, for Cytyc to acquire Pro-Duct Health. Pro-Duct Health is a privately held company privately held company A firm whose shares are held within a relatively small circle of owners and are not traded publicly. that has developed an innovative, FDA-approved ductal lavage ductal lavage Cytology The harvesting of cells from the mammary ducts in an attempt to identify CA at an early, possibly more treatable stage. See Breast cancer. device designed to enhance the evaluation of risk for breast cancer. Under the terms of the merger agreement, Cytyc will pay Pro-Duct Health stockholders a combination of 5.0 million shares of Cytyc common stock and $38.5 million in cash in exchange for all of Pro-Duct's outstanding capital stock and vested vested adj. referring to having an absolute right or title, when previously the holder of the right or title only had an expectation. Examples: after 20 years of employment Larry Loyal's pension rights are now vested. (See: vest, vested remainder) options and warrants. The 5.0 million shares excludes approximately 150,000 shares that are reserved for issuance upon exercise of outstanding unvested Pro-Duct options being assumed by Cytyc in the acquisition. Based on the closing price of Cytyc common stock on the Nasdaq National Market on October 17, 2001, the total equity value of the transaction is approximately $167.5 million. The acquisition will be a tax-free reorganization and will be treated as a purchase accounting transaction. The boards of directors of both companies have unanimously approved the agreement, and the completion of the acquisition is now contingent on Adj. 1. contingent on - determined by conditions or circumstances that follow; "arms sales contingent on the approval of congress" contingent upon, dependant on, dependant upon, dependent on, dependent upon, depending on, contingent various customary closing conditions, including the approval of Pro-Duct stockholders. In connection with the proposed merger, Cytyc will file a registration statement on Form S-3 with the SEC in order to register the resale resale n. selling again, particularly at retail. In many states a "resale license" or "resale number" is required so that the state can monitor the collection of sales tax on retail sales. RESALE. of shares of Cytyc common stock issued to Pro-Duct stockholders in the merger, and Pro-Duct expects to mail an information statement to its stockholders containing information about the merger. Cytyc Corporation develops, manufactures, and markets the ThinPrep(R) System for medical diagnostic applications. The ThinPrep System consists of the ThinPrep(R) 2000 Processor, ThinPrep(R) 3000 Processor, and related reagents, filters, and other supplies. Cytyc(R) and ThinPrep(R) are registered trademarks of Cytyc Corporation. Forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. 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 regarding management's expectations with respect to the consummation CONSUMMATION. The completion of a thing; as the consummation of marriage; (q.v.) the consummation of a contract, and the like. 2. A contract is said to be consummated, when everything to be done in relation to it, has been accomplished. and consequences of the Pro-Duct Health acquisition, constitute forward-looking statements. These statements are based on current expectations, forecasts, and assumptions that are subject to risks and uncertainties which could cause actual results to differ materially from those statements. Risks and uncertainties include, among others, risks associated with shareholder approval of the Pro-Duct Health acquisition and other risks inherent in the consummation of the acquisition and integration of the Pro-Duct Health business, operations, and personnel, as well as other risks detailed in the Company's filings with the Securities and Exchange Commission including under the heading "Certain Factors Which May Affect Future Results" in its 2000 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. filed with the Commission. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. The Company disclaims any obligation to publicly update or revise any such statements to reflect any change in Company expectations or events, conditions, or circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or 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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