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Published on 3/19/2007 in the Prospect News Special Situations Daily.

Cytyc accepts 87.4% of Adeza shares in tender offer, extends subsequent offering period

By Lisa Kerner

Charlotte, N.C., March 19 - Cytyc Corp. said its wholly owned subsidiary Augusta Medical Corp. accepted about 15.347 million Adeza Biomedical Corp. shares, or 87.4% of the outstanding common stock of Adeza, in a tender offer that expired on March 16.

A subsequent offering period for all remaining shares of Adeza common stock at $24.00 per share will expire on March 30.

As a result of the $452 million transaction, Adeza will become a wholly owned subsidiary of Cytyc.

Cytyc announced an agreement to acquire Adeza in a tender offer for $24.00 per share on Feb. 12.

The Marlborough, Mass.-based medical device company said it will fund the offer with its existing cash and credit facility and with the cash on Adeza's balance sheet.

Adeza's key product is FullTerm, the Fetal Fibronectin Test, which is used to identify women at risk of preterm birth. The company is located in Sunnyvale, Calif.

Acquirer:Cytyc Corp.
Target:Adeza Biomedical Corp.
Payment per share$24.00
Announcement date:Feb. 12
Tender offer ends:March 30
Stock price for target:Nasdaq: ADZA; $23.98 on March 16

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