Agenda Company Overview Mammography Osteoporosis & Other Merger with Cytyc Industry Overview Outlook Q&A
Company Overview Leading women s healthcare company Developer, manufacturer and supplier of diagnostic and medical imaging systems Integrated solutions to meet medical needs throughout a woman s life Projected $1.7B+ sales in Fiscal 2008 Over 90% of total revenue from products with #1 market share in the U.S.
Solutions for Major Women s Healthcare Issues Breast Cancer Cervical Cancer Menorrhagia Osteoporosis Preterm Labor Permanent Contraception U.S. Women Affected 1 in 8 1 in 138 1 in 5 1 in 2 1 in 2 Pregnancies 1 in 4 U.S. Market Position #1 #1 #1 #1 #1 NM U.S. Market Size $1B $550M $2.5B+ $110M $400M $1B+ Market Growth High Medium High Low Medium High
Company Overview $800,000 700,000 600,000 500,000 400,000 300,000 200,000 100,000 5 Yr CAGR: 35% - 100,000 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 * Revenue Operating Income * Not Pro Forma for Cytyc Acquisition
Revenue Breakdown $500,000 450,000 400,000 350,000 300,000 250,000 200,000 150,000 100,000 50,000 0 $287,684 $462,680 2005 2006 BREAST CANCER OSTEOPOROSIS OTHER
Revenue Breakdown 2005 Total Revenue: $287,684 2006 Total Revenue: $462,680 Asia Asia 10% 10% Other 4% Other 4% Asia 7% 7% Other 4% Other 4% Europe 19% 19% Europe Europe 17% 17% US 67% US 72% US 67% US 72%
Global Presence CA Canada MA IN CT DE UK France Spain Belgium Germany Switzerland Italy China Japan Mexico Hong Kong Costa Rica Brazil South Africa Legend Company presence Key distributors Australia
Mammography
Breast Cancer Key Statistics More than 1mm women diagnosed with breast cancer Chance of developing breast cancer ~ 1 in 7 Second leading cause of death When treated early, 5 yr survival rate is 98% Breast cancer detection = fastest growing opportunity in the market
Mammography/Breast Care Mammography - the process of using lowdose X-rays to examine different types of tumors and cysts in the human breast Products: Film-based and digital mammography systems Direct-ray digital detector Selenia Full Field Digital Mammography System Screen-Film Mammography System SecurView Computer-Aided Detection (CAD) Systems Breast biopsy systems and tissue extraction devices Stereotactic Breast Biopsy Systems Breast Biopsy Products
Breast Care Product Overview 2001 2002 2005 2006 CAD Photoconductor SecurView: Screen-film Breast Direct (Computer Biopsy Ray system: Digital Products: aided Coatings: Systems: detection) System: Industry s first FDA approved digital mammography system using Supplier direct conversion Screening Vacuum assisted of amorphous technology technology collection selenium with system photoconductor Breast coating Indirect imaging softcopy workstation Easily employed upgradeable or two stage in digital imaging 96.1% mammography detection rate Procures larger tissue sample Second Interprets Also 2001- Uses used Frost less pair digital radiation in and other of eyes Sullivan mammograms electro technology and images photographic innovation from applications award MRI, Short procedure time Improves printing, PET, Increased Ultrasound copying patient throughput LORAD M-IV detection rates by 20% Less painful Benefits women with dense breasts Acquired LORAD Affinity AEG R2 for with its ImageChecker plants in Germany CAD and system China Acquired 10% Suros to 20% for of breast manufacturing cancers not visible and designing on film mammograms Mostly because of dense breast tissue 40% of all women have dense breast tissue Integrates information system with radiology
Key Drivers in Mammography Conversion to digital More than 5x cost of film-based Improves cancer detection in 65% of women Less than 25% market penetration Easier to transport to rural areas
Osteoporosis
Osteoporosis Key Statistics Osteoporosis - bone-weakening disease Affects: More than 200mm women worldwide More than 44mm Americans 1 out of 3 women over 50 has osteoporosis 1 out of 2 Americans over age of 50 will be at risk for fractures from osteoporosis by 2020 Drivers: Number of bone density tests could double in the next five years Under 25% of high-risk patients have been tested
Osteoporosis Impact of age on osteoporosis
Other Mini C-arm Imaging Extremity MRI
Cytyc Merger
Merger with Cytyc Cytyc's strengths include: Cervical cancer screening Preterm birth screening Products: ThinPrep system Cervical cancer screening NovaSure Menorrhagia Mammosite Radiation for breast cancer FullTerm Predictor of preterm birth risk
Revenue Mix Hologic Revenue = $724M Breast Biopsy 9% Other 12% Osteoporosis & Other 11% Osteoporosis 11% Digital Mammography 68% Gynecology Interventional 16% Breast Health 40% Cytyc Revenue = $720M Adeza 8% Mammo Site 5% Other 1% Gyncology Diagnostics 33% NovaSure 30% Pap 56% Combined Entity Revenue = $1.44B
Merger Overview Shares Outstanding (record date): Acquirer 53.9 million shares Target 117.6 million shares Consideration: Cash and Stock Transaction Terms: 0.52 shares of Hologic common stock $0.52 cash per Cytyc share Offer Price at Announcement: $46.46 per share Transaction Equity Value: $5.5 billion Enterprise Value: $5.4 billion Premium at Announcement 1-Day Premium: 32.5 percent 60-Day Premium: 39.0 percent Market Reaction (Acquirer): Initial 1-Day: -6.3 percent From Initial to Date: 11.8 percent
Synergies Annual cost savings ~$ 20-35mm cost savings Enhanced efficiency of sales and marketing efforts Increased purchasing scale Sourcing and logistics efficiencies Shared administrative services Expected to be $0.10 accretive to EPS in the first year Expected to enable the combined company to generate significant cash flows Enable the combined company to rapidly repay debt Debt ~ $2.55 billion for cash portion of the merger consideration
Merger Rationale Enhanced strategic position of the combined company Complementary products and technologies Comprehensive sales and service organization Broader channel coverage Significant cross-selling opportunities across the organization Enhanced operational and financial flexibility Increased opportunities for growth Greater scale and scope of operations Expanded international reach Strong platform for further expanding operations
Industry Overview
Industry Trends Hospitals migrating towards digital Digital images are saved on the computer Easy to integrate with hospital information system Market penetration Scandinavia - 90% of hospitals migrated within past 5 years Spain and Italy have begun to accelerate the move North America - 14% Estimated to be above 80% by 2011
Industry Trends Growing women s awareness Every woman over 40 years old should get screening once a year Demographic trends Baby boomers 55+ age group growing steadily at average rate of 2.5% each year from 2000 to 2005 Aging populations in Japan and the EU Increasing life expectancy
Competitor Overview Company Product Selenia Sahara Senographe 2000 Lunar IDXA Fuji CRM Premier brand 61% of digital market Portable and cheaper Major competitor Big and slow Low cost MAMMOMAT 3000Nova Accused of bribery!
Outlook
Growth Acquisition based 2006 R2, AEG & Suros Sept 2007 acquired BioLucent Oct 2007 acquired Cytyc Corporation Low market penetration rates Record breaking revenue and backlogs - 240m backlog - Sales of Selenia up 84%
FFDM: Number of Selenia s Sold Selenia Highlights: 555 sold in FY06 1,189 sold in FY07 Approximately 44% of estimated 5,000 + worldwide FFDM installed market 3 11 16 27 27 35 37 44 50 54 64 71 97 228 193 154 111 328 351 282 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2003 2004 2005 2006 2007
Sales Force Breakdown 900 U.S. Sales Reps 300 International Target Market 30,000 OB/Gyn s 40,000 Radiologists 10,000 Hospitals & Imaging centers
Product Pipeline Tomosynthesis 3d images Slices Increasing detection rate Decrease # of false positives: 93% accuracy FDA Panel in next couple of months Two prototypes in field already Expected to sell for about $150,000-$200,000 more than current digital mammo systems Substantial lead over its competitors in the commercialization of Tomosynthesis and is set to launch in 2Q/3Q FY08
Product Pipeline R2 Direct digital algorithm New platform technology to analyze images and measure breast density Suros Next generation handpiece and site maker technologies
Risks Completion of recent acquisitions Replacement of current technology Reliance on Medicare Reliance on key suppliers Success depends on new product development Rapidly changing environment
Thesis Technology Current Market Share Distribution Market Growth Future Drivers Leading innovator Strong position with 50% share in core markets Expanded reach and contact with customers/prospects through increased sales and service coverage Positioned to take advantage of markets in the formative stages of growth 3D imaging, guidance and broader adoption of digital techniques Hologic Remains a Technology Leader in an Expanding Market
Q&A
Valuation
Valuation Assumptions 30 Year T-bond 4.60% Risk Premium 5.50% Beta 1.3-2.3 Weighted Average Cost of Capital 12%-16% Tax Rate 38%
Relative Valuation EV/LTM Total Revenue EV/NTM Total Revenue EV/LTM EBITDA EV/NTM EBITDA EV/LTM EBIT EV/NTM EBIT P/LTM EPS P/NTM EPS P/LTM Normalized EPS P/BV P/Tangible BV ISRG 20.50x 14.11x 60.13x 44.30x 64.71x 44.70x 98.10x 67.94x 95.05x 13.85x 16.41x BCR 3.90x 3.57x 13.66x 12.43x 15.76x - 28.69x 20.53x 26.78x 4.64x 7.78x HSP 2.86x 2.42x 13.72x 9.90x 19.80x 14.70x 61.80x 18.08x 28.58x 4.30x NM VAR 3.26x 2.89x 15.88x 13.06x 17.41x 14.53x 24.83x 22.54x 29.21x 7.13x 9.29x STJ 4.36x 3.95x 15.13x 13.04x 18.53x 15.85x 25.84x 21.01x 29.56x 5.44x 37.42x HOLX 7.71x 5.22x 33.79x 21.25x 41.90x 20.80x 53.63x 34.45x 44.68x 4.91x 17.33x Average 7.10x 5.36x 25.39x 19.00x 29.69x 22.12x 48.82x 30.76x 42.31x 6.71x 17.65x Median 4.13x 3.76x 15.51x 13.05x 19.17x 15.85x 41.16x 21.78x 29.39x 5.18x 16.41x High 20.50x 14.11x 60.13x 44.30x 64.71x 44.70x 98.10x 67.94x 95.05x 13.85x 37.42x Low 2.86x 2.42x 13.66x 9.90x 15.76x 14.53x 24.83x 18.08x 26.78x 4.30x 7.78x
Mid-Cap Peer Valuation
Equity Research Wall Street Analysts Opinions Buys Buy/Holds Holds Hold/Sells Sells 5 6 2 0 0 Price Targets: Next 12 months Lehman: $75 Citi: $74 JP Morgan: $74 CIBC: $77
Appendix
R&D Expenditures $800,000 700,000 600,000 500,000 400,000 300,000 200,000 100,000 2003 2004 2005 2006 2007 Revenue R & D EXPENDITURES 2003 2004 2005 2006 2007 REVENUE 204,035 228,705 287,684 462,680 341,212 R & D EXPENDITURES 18,381 16,659 18,617 28,294 44,483 R&D Margin 9.01% 7.28% 6.47% 6.12% 6.02%
Mammography Facilities
Converstion to Digital
Conversion to Digital
U.S. Digital Mammography Market
Selenia Sales Summary
Mammography Revenue
Mammography
Osteoporosis Impact of gender on osteoporosis