EX-99.1 2 dex991.htm PRESENTATION DATED JUNE 10, 2008 PRESENTATION DATED JUNE 10, 2008
Goldman Sachs Twenty-Ninth
Annual Global Healthcare Conference
Glenn Muir
Executive Vice President & CFO
Howard Doran
President, Diagnostics Group
June 10, 2008
Exhibit 99.1

Forward-Looking Statements
This presentation contains forward-looking information that involves risks
and uncertainties, including statements regarding the Company’s plans,
objectives, expectations and intentions. These forward-looking
statements are based upon assumptions made by the Company as
of the date hereof and are subject to known and unknown risks and
uncertainties that could cause actual results to differ materially from
those anticipated. Factors that could adversely affect the Company’s
business and prospects are described in the Company’s filings
with the Securities and Exchange Commission. Hologic expressly
disclaims any obligation or undertaking to release publicly any updates or
revisions to any such statements to reflect any change in the Company’s
expectations or any change in events, conditions or circumstances on
which any such statement is based.

Information Concerning Forward-Looking Statements
Information set forth in this communication contains forward-looking statements, which involve a number of risks and uncertainties.
Such forward-looking statements include, but are not limited to, statements about the timing of the completion of the transaction,
the anticipated benefits of the acquisition of Third Wave by Hologic, including future financial and operating results, the expected
permanent financing for the transaction, Hologic’s and Third Wave’s plans, objectives, expectations and intentions and other
statements that
are
not
historical
facts.
Hologic
and
Third
Wave
caution
readers
that
any
forward-looking
information
is
not
a
guarantee of future performance and actual results could differ materially from those contained in the forward-looking information.
Risks and uncertainties include, among others: the ability of the parties to obtain regulatory approvals of the transaction on the
proposed terms and schedule; the parties may be unable to complete the transaction because conditions to the closing of the
transaction may not be satisfied; the risk that the businesses will not be integrated successfully; the transaction may involve
unexpected costs or unexpected liabilities; the risk that the cost savings and any other synergies from the transaction may not be
fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain
relationships with customers, employees or suppliers; competition and its effect on pricing, spending, third-party relationships and
revenues; the risk of Third Wave’s products not obtaining regulatory approval or significant delays in obtaining such approval; the
need to develop new products and adapt to significant technological change; implementation of strategies for improving internal
growth; use and protection of intellectual property; dependence on customers’
capital spending policies and government funding
policies, including third-party reimbursement; realization of potential future savings from new productivity initiatives; general
worldwide economic conditions and related uncertainties; future legislative, regulatory, or tax changes as well as other economic,
business and/or competitive factors; and the effect of exchange rate fluctuations on international operations. In addition, the
transaction will require Hologic to increase the financing available to it under its existing credit agreement with Goldman Sachs
Credit Partners L.P. While Hologic has obtained a commitment for
such increased financing, Hologic’s liquidity and results of
operations could be materially adversely affected if such financing is not available on favorable terms. Moreover, the substantial
leverage resulting from such financing will subject Hologic’s business to additional risks and uncertainties. The risks included above
are not exhaustive. The annual reports on Form 10-K, the quarterly reports on Form 10-Q, current reports on Form 8-K and other
documents Hologic and Third Wave have filed with the SEC contain
additional factors that could impact Hologic’s business and
financial performance. Hologic and Third Wave expressly disclaim
any obligation or undertaking to release publicly any updates or
revisions to any such statements to reflect any change in the parties expectations or any change in events, conditions or
circumstances on which any such statement is based.

Important Information for Investors and Stockholders
This description contained herein is neither an offer to purchase nor solicitation of
an offer to sell securities. The tender offer for the outstanding shares of Third
Wave’s common stock described herein has not commenced. At the time the
Offer is commenced, Hologic and Thunder Tech Corp. (a wholly owned
subsidiary of Hologic) will file with the Securities and Exchange Commission (the
“SEC”) a tender offer statement on Schedule TO containing an offer to
purchase,
the form of the letter of transmittal and other documents relating to the tender
offer, and Third Wave will file with the SEC a solicitation/recommendation
statement on Schedule 14D-9, with respect to the Offer. Hologic, Thunder Tech
Corp. and Third Wave intend to mail these documents to the stockholders of
Third Wave. The tender offer statement (including an offer to purchase, a related
letter of transmittal and other offer documents) and the
solicitation/recommendation statement will contain important information about
the tender offer, including the terms and conditions of the offer and stockholders
of Third Wave are urged to read them carefully when they become available
before they make a decision with respect to the Offer. Stockholders of Third
Wave will
be
able
to
obtain
a
free
copy
of
these
documents
(when
they
become
available) at
http://www.hologic.com
and
the
website
maintained
by
the
SEC
at
http://www.sec.gov. In addition, stockholders will be able to obtain a free copy of
these documents (when they become available) by contacting Hologic or Third
Wave.

Use of Non-GAAP Financial Measures
In addition to the financial measures prepared in accordance with generally
accepted accounting principles (GAAP), we use the non-GAAP financial measures
"adjusted EPS" and “EBITDA”. Adjusted EPS excludes the write-off and
amortization of acquisition-related intangible assets, and tax provisions/benefits
related thereto.  EBITDA is defined as net earnings (loss) before interest, taxes,
depreciation and
amortization
expense.
Neither
adjusted
EPS
nor
EBITDA
is
a
measure of operating performance under GAAP.  We believe that the use of these
non-GAAP measures helps investors to gain a better understanding of our core
operating results and future prospects, consistent with how management
measures and forecasts our performance, especially when comparing such results
to previous periods or forecasts.  When analyzing our operating performance,
investors should not consider these non-GAAP measures as a substitute for net
income prepared in accordance with GAAP.

World’s Largest Pure Play in Women’s Healthcare
•
Our mission:
To be the gold standard of
care in the markets we serve
•
Nine Hologic products with #1 share in
major women’s healthcare markets:
•
Breast cancer
•
Cervical cancer
•
Abnormal uterine bleeding
•
Osteoporosis
•
Pre-term labor
•
Permanent contraception
•
Focused on earlier detection, improved
diagnosis and less
invasive therapy
FY 2008 Revenue Forecast: $1.7 Billion
Breast Health
52%
Diagnostics
28%
Gyn
Surgical
13%
Skeletal Health
7%

Targeting Key Segments in
U.S. Women’s Healthcare Market
Market Drivers:
•
Aging population
•
Global economic growth
•
Advanced screening improves
outcomes
•
Push for less invasive, less
costly therapies
Total Market 2007: $2.75 Billion (16% CAGR)
Hologic Covered Market:
$2.13 billion
Breast Health
$906 million (20% CAGR*)
Cervical Cancer
$592 million (17% CAGR)
Gynecological Health
$392 million (25% CAGR)
Incontinence
$340 million (9% CAGR)
Aesthetics
$282 million (15% CAGR)
Pre-natal Health
$141 million (17% CAGR)
Osteoporosis
$110 million (0% CAGR)
* CAGRs
represent historical market growth from 2003-2006

Defining the Standard of Care in Women’s Health
•
Technology –
R&D leadership and Innovation products
•
293 patents issued,184 pending
•
Distribution –
largest dedicated sales/service force in U.S.
•
> 20 years
•
440 sales / 250 service team in U.S.
•
Expansion –
Going Global, Leverage Distribution, Cross-Sell

Best-In-Class Products
•
Screening
•
Diagnosis
•
Therapy
Early Detection…
Saves Lives
ThinPrep
Pap Test
Cervical Cancer
Screening
ThinPrep
Imaging
System
Cervical Cancer
Screening
FullTerm
-
Adeza
Preterm Labor
NovaSure
Endometrial Ablation
Adiana
Contraception
MammoSite
Radiation Therapy
Discovery
Osteoporosis
Screening
Suros
Biopsy Systems
MultiCare
Stereotactic Biopsy
Selenia
Breast Cancer
Screening
Comprehensive Women’s Health Platform

Transaction Overview
$600 million term loan under existing secured credit
facility
Financing:
100% cash in two-step cash merger through tender
offer
Transaction
Structure:
Fourth Quarter of Fiscal 2008
Timing to Close:
Customary closing conditions, including HSR
Customary
Approvals:
$11.25 for each Third Wave share for approximate
total consideration of $580 million in cash
Purchase
Consideration:
Third Wave –
June 9, 2008 Announcement

Acquisition of Third Wave Technologies
•
Platform for entry into the U.S. Molecular Diagnostics Market ($2.1B)
and growing rapidly
•
Access to the U.S. HPV Testing Market ($200M)
•
Utilizes Hologic’s existing Laboratory & GYN sales force calling on
the same customer base
•
Promising Technology and Strong Product Differentiators
•
Clinical data supports test results are better
•
Improved lab productivity
•
Entry to Sizeable OUS Market Opportunity which will provide
revenue growth opportunity for many years
Strategic Rationale

Human Papillomavirus (HPV) Testing
•
Cervical Cancer is caused by HPV infections
•
Most infections are cleared by the immune system
•
Persistent HPV infections can lead to cervical cancer
•
HPV Testing and Pap Testing are Complementary
•
Pap tests detect presence of disease
•
Clinical guidelines recommend HPV for:
•
Triaging ambiguous Pap test results
•
HPV with Pap, for women over 30, to identify women at-risk for
developing cancer
•
Adoption of HPV with pap testing for women over 30 will expand the
HPV market
•
Large and Growing Potential Market
•
$400M U.S.,  50% penetrated
•
$400M OUS, 10% penetrated
A Complementary Growth Driver

Roadmap to the Future …
Tomosynthesis 3D
Mammography
Image Fusion w/3D
Functional Imaging
NexGen
Biopsy Guidance
More Comfort, Better
Accuracy
Eviva
Hand Piece
Improved
Geometry, Broader
Utilization
Mammosite
II
Better Dosimetry,
Expanded Patient
Base
FA Percutaneous
Extraction Device
FullTerm to
“AT RISK”
T5000, Better Thru
Put, Improved
Reliability
Integrated Imager,
Improved WF,
Lower Cost
Adiana To Market
SuperNova,
Better Comfort,
Ease of Use,
Reliability
Adiana II,
Improved
Efficiency,
Ease of Use
AAC, Expanded
Market
Body Composition
Fracture Risk,
Improved
Predictability
Breast Health
Diagnostic
GYN Surgical
Skeletal Health
HPV Testing