Hologic, Cytyc set meeting date for merger votes

By Lisa Kerner

Charlotte, N.C., Sept. 12 - Hologic, Inc.'s board of directors urges its shareholders to vote for the company's merger with Cytyc Corp. at a special meeting on Oct. 18 at 9 a.m. ET in Bedford, Mass.

Cytyc shareholders will vote on the merger agreement on Oct. 18 at 9 a.m. ET in Boston. Shareholders will also be asked to approve an adjournment of the meeting if needed to solicit additional proxies.

The record date for both meetings is Aug. 22, according to a 424B3 filing with the Securities and Exchange Commission.

Hologic shareholders of record will be asked to approve:

• An amendment to Hologic's certificate of incorporation to increase the authorized number of shares of Hologic common stock to 300,000,000 from 90,000,000;

• The issuance of shares of Hologic common stock to Cytyc stockholders under the May 20 merger agreement;

• The Hologic senior executive short-term incentive plan;

• An amendment to Hologic's second amended and restated 1999 equity incentive plan that will become effective if the merger is completed; and

• An adjournment of the special meeting if necessary.

Hologic and Cytyc entered into a definitive agreement that gives Cytyc shareholders 0.52 of a share of Hologic common stock and $16.50 in cash for each share of Cytyc common stock. The total consideration will be about $6.2 billion.

Hologic is a diagnostic and medical imaging company based in Bedford, Mass.

Cytyc is a medical device company based in Marlborough, Mass.

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