Cytyc and Digene Commence Exchange Offer.Business Editors and Health/Medical Writers BOXBOROUGH, Mass. and GAITHERSBURG, Md.--(BUSINESS WIRE)--March 1, 2002 Cytyc Corporation (Nasdaq:CYTC) and Digene Corporation (Nasdaq:DIGE DIGE Differential In-Gel Electrophoresis DIGE Direct-Injection Gasoline Engine ) today announced that Cytyc, through its wholly-owned subsidiary Cruiser, Inc., has commenced its previously announced exchange offer for all outstanding shares of Digene common stock. Under the terms of the exchange offer, each Digene shareholder will receive $4.00 per share in cash plus 1.1969 shares of Cytyc common stock for every share of Digene common stock validly tendered and not properly withdrawn. The exchange offer is scheduled to expire at 12:00 midnight, 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 Thursday, March 28, 2002, unless extended. The Digene board has determined that the merger agreement and the exchange offer are fair to, and in the best interests of, Digene stockholders, and recommends that Digene stockholders accept the offer and tender their shares. Digene stockholders are urged to read the prospectus and the solicitation/recommendation statement relating to the offer and the merger, which are being mailed to Digene stockholders in compliance with the requirements of the Securities and Exchange Commission. These documents contain important information. Digene stockholders can obtain these documents, as well as the Cytyc and Digene documents that are incorporated by reference in the prospectus, for free at the Securities and Exchange Commission's web site at http://www.sec.gov. These documents are also available from Cytyc without charge upon request to its information agent, Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , NY 10022 or call toll-free (888) 750-5834. Cytyc Corporation develops, manufactures and markets products for medical diagnostic applications primarily focused on 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 consists of the ThinPrep(R) 2000 Processor, ThinPrep(R) 3000 Processor, and related reagents, filters, and other supplies. 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" and is a part of the S&P Midcap 400 Index and The Nasdaq-100 Index. Digene Corporation develops, manufactures and markets proprietary DNA DNA: see nucleic acid. DNA or deoxyribonucleic acid One of two types of nucleic acid (the other is RNA); a complex organic compound found in all living cells and many viruses. It is the chemical substance of genes. and RNA RNA: see nucleic acid. RNA in full ribonucleic acid One of the two main types of nucleic acid (the other being DNA), which functions in cellular protein synthesis in all living cells and replaces DNA as the carrier of genetic testing systems for the screening, monitoring and diagnosis of human diseases. Digene has developed and is commercializing its patented Hybrid Capture(R) products in three areas: women's cancers and infectious diseases, blood viruses, genomics and pharmaceutical research. Digene's primary focus is in women's cancers and infectious diseases where Digene's lead product is the only 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. approved test for human papilloma virus human papilloma virus n. Abbr. HPV A DNA virus of the genus Papillomavirus, certain types of which cause cutaneous and genital warts in humans, including condyloma acuminatum. , or HPV HPV human papillomavirus. HPV abbr. human papilloma virus Human papilloma virus (HPV) , which is believed to be the cause of greater than 99 percent of 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. cases. The Digene HPV Test is used in the U.S. as an adjunct to the Pap smear Pap smear or Papanicolaou smear Sample of cells from the vagina and cervix of the uterus for laboratory staining and examination to detect genital herpes and early-stage cancer, especially of the cervix. Developed by the Greek-born U.S. for cervical cancer screening and is being marketed in selected countries as a primary cervical cancer screen either in conjunction with or separate from the Pap smear. Digene's product portfolio also includes DNA tests for the detection of other sexually transmitted infections, including chlamydia chlamydia (kləmĭd`ēə), genus of microorganisms that cause a variety of diseases in humans and other animals. Psittacosis, or parrot fever, caused by the species Chlamydia psittaci, and gonorrhea gonorrhea (gŏnərē`ə), common infectious disease caused by a bacterium (Neisseria gonorrhoeae), involving chiefly the mucous membranes of the genitourinary tract. , and tests for blood viruses. Digene is traded on The Nasdaq Stock Market under the symbol "DIGE." Cytyc(R) and ThinPrep(R) are registered trademarks and ThinPrep(R) Pap Test(TM) is a trademark of Cytyc Corporation. Digene(R) and Hybrid Capture(R) are registered trademarks of Digene Corporation. THIS NEWS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND SHALL NOT CONSTITUTE AN OFFER OF ANY SECURITIES FOR SALE. Cytyc has filed a Registration Statement on Form S-4 and Schedule TO, and Digene has filed a Solicitation/Recommendation Statement on Schedule 14D-9, with the Securities and Exchange Commission in connection with the transaction. Cytyc and Digene will mail a Prospectus, which is part of the Registration Statement on Form S-4, the Schedule 14D-9 and related tender offer materials to stockholders of Digene. These documents contain important information about the transaction which should be considered by investors and security holders prior to making any investment decisions. Investors and security holders are urged to read these documents carefully. Investors and security holders can obtain free copies of these documents through the website maintained by the Securities and Exchange Commission at http://www.sec.gov. Free copies of these documents can also be obtained from the Information Agent, Innisfree M&A Incorporated, 501 Madison Avenue, 20th Floor, New York, NY 10022 or by calling toll free (888) 750-5834, or from Cytyc by directing a request to Cytyc Corporation, 85 Swanson Road, Boxborough, MA 01719, 978-263-8000, or Digene by directing a request to Digene Corporation, 1201Clopper Road, Gaithersburg, MD 20878, 301-944-7000. In addition to the Registration Statement, Schedule TO, Prospectus and Schedule 14D-9, Cytyc and Digene also file annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed by Cytyc or Digene at the Securities and Exchange Commission public reference rooms at 450 Fifth Street, NW, Washington, D.C. 20549. Please call the SEC at 1-800-732-0330 for further information on public reference rooms. Filings by Cytyc and Digene with the SEC are also available to the public from commercial document-retrieval services and at the web site maintained by the Securities and Exchange Commission at http://www.sec.gov. |
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