EX-99.1 2 dex991.htm PRESENTATION DATED JUNE 11, 2008 Presentation dated June 11, 2008
Needham Seventh Annual
Medical Technology Conference
Robert Cascella
President & COO
June 11, 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
Distribution –
largest dedicated sales/service force in U.S.
> 20 years
440 sales / 250 service team in U.S.
Technology –
R&D leadership and Innovation products
293 patents issued,184 pending
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


Best-in-Class Products –
Breast Health 
(52% of Revenues)
U.S. Market Share Leader
Historically a Replacement Market (7-10 years)
Growth Drivers
Aging population, earlier testing,
increased awareness and improved
compliance
Shift from analog to digital imaging –
mammography last to go digital
Hologic Breast Health
Product Coverage
Mammography
Biopsy systems
Radiation therapy
04
05
06
07
$129.6
$201.2
Fiscal Year
Breast Health Segment Revenue
FY 2004 -
2008: $ in Millions
08*
$381.9
$676.2
$880.0
* Guidance for fiscal year ending September 27, 2008


World Leader in Tomosynthesis*
Next frontier for digital mammography
3D visualization of breast tissue –
multiple views
Helps solve tissue overlap problems
Improved detection
and lower recall rates
* Works-in-Progress
Normal
Mammogram
Tomosynthesis Slices


Bringing together two great companies
that share a common mission:
To help save women’s lives
June 9, 2008


Transaction Overview
For the Acquisition of Third Wave
$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:


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


Molecular Diagnostic Platform Potential
HIV/HCV
$600M
Blood
Banking
$520M
Genetics
& PGx
$267M
Oncology
$231M
HPV
$200M
HAI
$50M
CTNG
$250M
Third Wave Products Access a $1B U.S. Market
2007 U.S. Molecular Diagnostics Market:
$2.1B
HPV
$200M
Genetics &
PGx
$267M
CTNG
$250M
HAI
$50M
Oncology
$231M
Large Market, Significant Opportunity
2007 Third Wave U.S. Market Potential:
$1B


A Great
Strategic Fit
Hologic –
Diagnostic line of business focused on cervical cancer screening
and pre-term birth testing.
Third Wave –
Emerging leader in molecular diagnostic reagents including
HPV screening products.
Hologic
provides
Diagnostic
platform
business
with
an
established
infrastructure
and
strong
presence,
enabling
access
to
more
customers
and
new markets, ultimately accelerating growth
Third
Wave
provides
Molecular
diagnostics
business
with
emphasis
on 
Hologic’s
areas
of
interest
(HPV,
CTNG,
etc),
complementing
the
strong
foundation
laid
by
ThinPrep
with
attractive
revenue
growth
and
profitability,
Hologic and Third Wave


A Great
Product Fit
Recommended
Protocol
Combined
Pap
testing
and
HPV
testing
recommended
protocols
for
OB/GYNs
in
the
U.S.
market
existing
sales
channels
are
well
suited
for
selling
these
products
to
both
the
OB/GYNs
and
the
clinical
labs.
Complementary
Testing
Cystic
Fibrosis
testing
is
performed
during
pregnancy
to
the
parents
and
just
after
birth
to
the
child
Third
Wave’s
InPlex
CF
test
is
a
good
match
to
the
sales
efforts
for
FullTerm
pre-term
birth
testing.
Common
Delivery
Mechanism
With
the
addition
of
HPV
testing
and
future
plans
for
CTNG
testing,
both
can
utilize
same
sample
vial
as
the
pap
test,
significantly
improving lab productivity and patient compliance.
Expected
Workflow
Improvements
Future
automation
capability
under
development
for
the
Invader
chemistry
provides
for
sample-in
and
results-out
walk-
away
testing.  An  ideal concept for the labs
Hologic and Third Wave


Acquisition of Third
Wave Technologies
Strategic Rationale
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
Improved analytical results
Improved lab productivity
Entry to Sizeable OUS Market Opportunity providing revenue growth
opportunity
for many years


Third Wave Technologies
Innovative Molecular Diagnostics Platform
Patented Invader Chemistry
Flexible / Simple / Broad Applicability
Growing revenue stream ($31M, 40% CAGR)
Cystic Fibrosis Testing
Coagulation Marker Testing
HPV Testing
U.S. FDA PMA Application Submitted for Cervista HPV Test
Strong Clinical Data
Near-term Pipeline Products
CTNG, HAI/ MRSA
A Unique Platform for Growth in Molecular Diagnostics


Cervista Regulatory Summary
PMA’s submitted 4/28/08
Outstanding clinical results reported in submission
Comprehensive due diligence on the filings, trial design and clinical
endpoints
High confidence in a positive outcome
Anticipate a decision in first-half calendar 2009
Third Wave key executives have agreed to align their financial
incentives with achieving FDA clearance for these two products


Cervista
HR HPV Test
Cervista HR indications for use (as submitted to the FDA) are identical to
Qiagen’s hc2 product, but Third Wave’s products have some important
advantages;
Clinical data supports enhanced test quality and performance
Improved Analytical Specificity
Internal Controls Confirm Negative Test Results
Lab Economics and Test Automation
Significant Reduction in Samples not Analyzable for “Quantity Not Sufficient”
Lower Labor Costs
Single Shift Processing
Automation Platform in Development for walk-away processing
Key Differentiators


Cervista
HPV 16/18 Test
Cervista
16/18 –
Patient triaged to genotyping to determine the
presence
on
high
risk
type
applicable
for
>30
with
negative
Pap
result and positive HPV
5X more likely to cause cervical cancer than other strains
Persistent 16/18 HPV infections cause a majority of cervical
cancers
Cervista 16/18 is filed in a separate submission from the screening
product for its own unique claims
This
is
the
first
HPV
genotyping
submission
that
we
are
aware
of
in
the U.S.
Key Differentiators


OB/GYN and Clinical Lab Sales Force
425+ Hologic sales personnel call on
customers in the Women’s Health
segment in the U.S. Market
250 Hologic sales people currently call
on OB/GYNs and Clinical Labs in the
U.S. today
120 of those sales people specifically sell
Hologic Diagnostic products in the U.S.
(ThinPrep & Full Term)
29 sales people call on the 2000 clinical
& cytology labs in the U.S. market
250 call on
OB/Gyns + Clinical Labs
120 call on
Diagnostic  customers
29
call on
Clinical Labs
425 Women’s Health Sales people


Capitalize on Global Scale
20+ years in the women’s healthcare market
Enhance U.S. sales coverage model: 425+ sales team & 250+ service team
Leverage global footprint and resources to focus on underserved markets:
200+ sales/service associates in 125 countries
Canada
MA
CT
DE
Australia
IN
CA
Costa Rica
UK
France
Spain
Italy
Switzerland
Belgium
Germany
Hong Kong
China
Japan
Brazil
Mexico
Company Presence
Key Distributors
Commercial Presence
in Over 125 Countries
South Africa
Delivering Superior Products in 125 Countries


Third Wave Fits Target Profile
Provide access to growing markets complementary to our core
business segments
Utilize our existing diagnostic sales channel coverage
Provide best-in-class products for earlier and better detection,
improved diagnosis, and less-invasive treatment
Goal:  Enhance revenue and earnings growth
Execute Strategic Goals


Financial Rationale
Projected Third Wave Revenue Growth
50% compounded over the next 5 years
$200 million annually, within three years after receipt of FDA approval of HPV
products.
(Seven times today’s sales.)
(Seven times today’s sales.)
Projected Earnings accretion
Accretive to non-GAAP EPS
1
in FY2010 and significantly more accretive thereafter
Utilizes our existing sales channels to improve overall gross
margins
Provides attractive return on capital
Third Wave can help transform a successful but mature
diagnostic business into a growth business.
1
non-GAAP EPS excludes the write-off and amortization of acquisition-related intangible assets, and related tax effect.
For Third Wave


FY2008 Guidance and Summary Outlook
Non-cash acquisition related costs related primarily to the write-off of in-
process research and development following the close of the tender offer.
Slightly dilutive ($0.02-0.03 per share) non-GAAP EPS (excluding
acquisition-related charges) in fiscal 2008 (fourth quarter).
Approximately $0.10 dilutive to non-GAAP EPS (excluding the
amortization of intangibles) in fiscal 2009 and to be accretive to non-
GAAP EPS beginning in fiscal 2010.
Expect transaction to be cash flow neutral in fiscal 2009 as a result of
$160 million acquired NOL (including interest/financing expense of
approximately $40 million from the term loan of $600 million to finance
the acquisition) and increasingly positive thereafter.


Our Strategy…
Market leadership
Premium brand
Best-in-class products
Ongoing innovation
Revenue growth
Channel leverage
Shift toward consumables
International market penetration
Financial Discipline
Profitability through operating leverage
Free cash flow and liquidity
Market
Leadership
Revenue
Growth
Financial
Discipline
Strategic Success


Serving Women’s Healthcare Needs
generation after generation
June 11, 2008