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Adeza to Be Acquired by Cytyc for $24 Per Share
Purchase Price of Approximately $450 Million
SUNNYVALE, Calif.--(BUSINESS WIRE)--Feb. 12, 2007--Adeza (NASDAQ:ADZA)
today announced the signing of a definitive agreement to be
acquired by Cytyc Corporation (NASDAQ:CYTC), a leading provider
of surgical and diagnostic products targeting women's health and
cancer diagnostics, for $24 per share, which is a purchase price
of approximately $450 million. The acquisition is expected to
occur by means of a tender offer for all of the outstanding
shares of Adeza common stock. The definitive agreement has been
unanimously approved by the Adeza Board of Directors. The
acquisition is subject to customary closing conditions and
regulatory approvals, and is expected to be completed before the
end of March 2007.
"This transaction delivers significant value to our
stockholders," said Emory V. Anderson, President and CEO. "We
are proud of Adeza's accomplishments in successfully marketing
FullTerm(TM), The Fetal Fibronectin Test to assess the risk of
preterm birth. Designed, developed and manufactured by Adeza,
the fetal fibronectin test is FDA-approved for use in women with
signs and symptoms of preterm labor and for women who are at
high- and low-risk for preterm birth. With both FullTerm, The
Fetal Fibronectin Test and Gestiva(TM), our potential new
therapeutic to prevent preterm birth in women with a history of
preterm delivery, Adeza has made significant contributions in
the area of maternal-fetal medicine. Cytyc shares our commitment
to women's health and we expect the combined entity to further
extend the market penetration of our products."
UBS Investment Bank is acting as exclusive financial advisor to
Adeza and Heller Ehrman LLP is acting as legal counsel to Adeza.
About Adeza
Adeza designs, manufactures and markets innovative products for
women's health. Adeza's initial focus is on reproductive
healthcare using its proprietary technologies to predict preterm
birth and assess infertility. Adeza's principal product is a
patented diagnostic test, FullTerm, The Fetal Fibronectin Test,
which utilizes a single-use, disposable cassette and is analyzed
on Adeza's patented TLiIQ(R) System. This product is approved by
the FDA for use in assessing the risk of preterm birth. Adeza
also markets and sells the E-tegrity(R) Test, an
infertility-related test to assess receptivity of the uterus to
embryo implantation in women with unexplained infertility. More
information is available at
www.adeza.com.
The tender offer for the outstanding common stock of the Company
referred to in this press release has not yet commenced. This
press release is neither an offer to purchase nor a solicitation
of an offer to sell shares of the Company. Stockholders of the
Company are urged to read the relevant tender offer documents
when they become available because they will contain important
information that stockholders should consider before making any
decision regarding tendering their shares. At the time the Offer
is commenced, Cytyc will file tender offer materials with the
U.S. Securities and Exchange Commission, and the Company will
file a Solicitation/Recommendation Statement with respect to the
Offer. The tender offer materials (including an Offer to
Purchase, a related Letter of Transmittal and certain other
offer documents) and the Solicitation/Recommendation Statement
will contain important information, which should be read
carefully before any decision is made with respect to the tender
offer. The Offer to Purchase, the related Letter of Transmittal
and certain other offer documents, as well as the
Solicitation/Recommendation Statement, will be made available to
all stockholders of the Company at no expense to them. The
tender offer materials and the Solicitation/Recommendation
Statement will be made available for free at the U.S. Securities
and Exchange Commission's website at
http://www.sec.gov/. In addition, stockholders will be able
to obtain a free copy of these documents (when they become
available) from (i) Cytyc by mailing requests for such materials
to: Investor Relations, Cytyc Corporation, 250 Campus Drive,
Marlborough, MA 01752 or (ii) the Company by mailing requests
for such materials to: Investor Relations, Adeza Biomedical
Corporation, 1240 Elko Drive, Sunnyvale, California 94089.
Adeza cautions you that statements included in this press
release that are not a description of historical facts are
forward-looking statements, including for example, statements
related to the potential benefits of the Company's products and
the proposed benefits of the transaction. The inclusion of
forward-looking statements should not be regarded as a
representation by Adeza that any of its plans will be achieved.
Actual results may differ materially from those set forth in
this release due to the risks and uncertainties, including,
among others, the risk that the conditions to the offer or the
merger agreement will not be satisfied and risks related to the
approval of Gestiva. Further information about these and other
risks is included Adeza's Annual Report on Form 10-K and other
periodic and current reports filed by Adeza with the Securities
Exchange Commission, which are available from the SEC's Web site
(www.sec.gov),
and also available on the Investor Relations section of Adeza's
Web site. All forward-looking statements are qualified in their
entirety by this cautionary statement and disclosures in Adeza's
SEC filings, and Adeza undertakes no obligation to revise or
update this news release to reflect events or circumstances
after the date hereof.
Contact
Adeza Biomedical Corporation
Mark Fischer-Colbrie
Chief Financial Officer
408-745-0975 ext. 520
ir@adeza.com
or
Lippert/Heilshorn & Associates, Inc. (Investor Contact)
Jody Cain / Bruce Voss, 310-691-7100
jcain@lhai.com /
bvoss@lhai.com
SOURCE: Adeza
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