Cytyc Lodges Bidder's Statement for All Cash Tender Offer to Acquire Vision Systems Limited.MARLBOROUGH, Mass. -- Cytyc Corporation (Nasdaq: CYTC) --Offer Represents Significant Premium for Vision Systems Shareholders and is Substantially Unconditional --Cytyc seeks early dispatch of Bidder's Statement from Vision Board due to Superior Offer Cytyc Corporation (Nasdaq: CYTC) today announced that it has lodged its Bidder's Statement for its all cash tender offer to acquire Vision Systems Limited (ASX ASX See: Australian Stock Exchange : VSL VSL Vessel (shipping) VSL Value of Statistical Life VSL Virtual Software Library VSL Variable Speed of Light (theoretical cosmology/physics) VSL Vector Statistical Library VSL Straight Line Velocity ) for A$2.35 per outstanding share, or a total consideration of A$497 million (US$374 million). Cytyc has also requested approval from the Vision Systems Board of Directors for early dispatch of the Bidder's Statement to Vision Systems shareholders to allow them to take advantage of the offer as soon as possible. In the Bidder's Statement to be sent to Vision Systems shareholders, Cytyc said that its offer: --represents a significant premium over the current A$2.13 proposal from Ventana Medical Systems, Inc. (Nasdaq: VMSI VMSI Variable Message Signs (roadwork) ), --provides certainty of value today and quick payment to be made upon Vision Systems shareholders accepting the offer, --is not subject to regulatory approval, --has no risk of antitrust issues because, unlike Ventana, Cytyc is not a direct competitor with Vision Systems, --is substantially unconditional, and --represents a significant premium to the highest daily closing price of Vision Systems' shares at any time during the three years prior to the announcement of the Ventana proposal. Cytyc is seeking a favorable recommendation from the Vision Systems Board because Cytyc's offer is all cash, is at a higher price than the Ventana proposal, has fewer conditions than the Ventana proposal and therefore has greater certainty of payment. Patrick J. Sullivan, Cytyc's chairman, chief executive officer and president, said, "Cytyc's offer represents superior value to Vision Systems shareholders and the combination of our two companies will generate an attractive return for Cytyc shareholders. In preparing our offer we have conducted extensive due diligence Research; analysis; your homework. This term has caught on in all industries, because it sounds so "wired." Who would want to do analysis or research when they can do due diligence. See wired. , particularly regarding the 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. initiated by Ventana against Vision Systems. We are completely satisfied that this litigation will not affect our resolve to complete the tender offer or its timing." ABOUT CYTYC CORPORATION Cytyc Corporation is a leading provider of best-in-class medical technology that enables physicians and laboratories to improve patient's lives throughout the world. Cytyc provides diagnostic and minimally invasive surgical products targeting cancer and 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. . The ThinPrep(R) System is the most widely used method for 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 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. . The ThinPrep System consists of the ThinPrep(R) 2000 Processor, ThinPrep(R) 3000 Processor, ThinPrep(R) Imaging System, and related reagents, filters, and other supplies. The ThinPrep System also provides the platform from which the Company launched its expansion into breast cancer risk assessment with the FirstCyte(R) Breast Test. The MammoSite(R) Radiation Therapy System is a single-use device for the treatment of breast cancer that positions radiation sources directly into the post-lumpectomy site to optimize radiation treatment delivery while minimizing damage to healthy tissue. The NovaSure(R) Impedance Controlled Endometrial Ablation Endometrial ablation is a medical procedure that is used to remove (ablate) or destroy the endometrial lining of a woman's uterus. This technique is most often employed for women who suffer from excessive or prolonged bleeding during their menstrual cycle but can not or do not wish System, or the NovaSure(R) System, is an innovative endometrial ablation device to treat menorrhagia menorrhagia /men·or·rha·gia/ (men?ah-ra´jah) hypermenorrhea. men·or·rha·gia n. See hypermenorrhea. , or excessive menstrual bleeding. Cytyc is traded on The Nasdaq Stock Market Nasdaq stock market The first electronic stock market listing over 5000 companies. The Nasdaq stock market comprises two separate markets, namely the Nasdaq National Market, which trades large, active securities and the Nasdaq Smallcap Market that trades emerging growth companies. under the symbol CYTC. Cytyc, ThinPrep, NovaSure, MammoSite, and GliaSite are registered trademarks of Cytyc Corporation. ABOUT VISION SYSTEMS LIMITED Vision Systems operates two core business units: Vision Bio-Systems manufactures and markets automated instruments and reagents for biopsy-based detection of cancer and infectious diseases infectious diseases: see communicable diseases. in pathology laboratories worldwide. Products include the Bond(TM)-maX advanced staining system, the Peloris(TM) tissue processor, and Novocastra(TM) antibodies and biochemical reagents. Income is generated from capital equipment sales, visualization reagents to the Bond system and Novocastra branded antibodies used in immunohistochemistry for the identification of cancer and infectious diseases. The second business unit is Invetech, a worldwide provider of research and development services for both internal and external clients, primarily in the international healthcare sector. During the fiscal year ended June 30, 2006, Vision Systems' continuing overall sales increased to A$116 million (approximately US$87 million), up 48% compared to the previous year, driven by tremendous growth in the Vision BioSystems unit. The worldwide anatomic pathology market is estimated to be US$1 billion and growing at approximately 10 percent per annum Per annum Yearly. . FORWARD LOOKING STATEMENTS 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 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 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, dependence on key personnel and customers as well as reliance on proprietary technology, uncertainty of product development efforts and product acceptance, management of growth, product diversification, and organizational change, entry into new market segments domestically and new markets internationally, risks associated with litigation, the effective integration of acquired businesses and technologies, 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 and abroad, introduction of technologies that are disruptive to Cytyc's business and operations, the impact of new accounting requirements and governmental rules and regulations, as well as other risks detailed in Cytyc's filings with the Securities and Exchange Commission, including those under the heading "Risk Factors" in its 2005 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 its most recent Quarterly Report on Form 10-Q Form 10-Q See 10-Q. filed with the Commission. 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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