Hologic And Gen-Probe Provide Update On Pending Transaction

Hologic, Inc.

and Gen-Probe Incorporated

today provided an update regarding Hologic's previously announced acquisition of Gen-Probe. Gen-Probe has scheduled a Special Meeting of Stockholders for July 31, 2012 to vote on the pending transaction with Hologic. Gen-Probe stockholders of record as of June 29, 2012 are entitled to vote at the Special Meeting. The transaction is expected to close on or about August 1, 2012. Hologic and Gen-Probe today announced that Carl Hull, Chairman and Chief Executive Officer of Gen-Probe, has entered into an agreement to continue his employment with the combined company for a minimum period of 15 months. Mr. Hull will serve as senior vice president and general manager of the combined company's Diagnostics business, which will include Gen-Probe's current operations, as well as Hologic's Diagnostics segment. Additional members of the Gen-Probe management team are also being offered ongoing employment arrangements with Hologic. The companies also confirmed that integration planning efforts are well underway and continue to proceed as planned. Integration planning teams at both companies have made significant progress in identifying critical integration issues, establishing objectives and targeted synergies for each area of the combined business, and developing a timeline to achieve certain synergies, which also includes other key milestone dates and events. Hologic expects to implement critical phases of this integration process immediately following closing with additional phases continuing over the next 24 months. "We are making great progress toward completing the acquisition of Gen-Probe, which will strengthen our growing diagnostics portfolio and advance our presence in the overall molecular diagnostics market," said Rob Cascella, President and Chief Executive Officer of Hologic. "The global outlook for diagnostics is compelling and as a combined company we expect to capitalize on the significant opportunities in the market. Hologic and Gen-Probe have a comprehensive and robust integration plan that we believe will position the combined company to deliver on the financial, operational and strategic benefits of this acquisition. I am confident the integration implementation will be efficiently executed upon the closing of the transaction and that our combined teams and product lines will create significant value for all of our stakeholders." "As we move forward with the integration planning, I am confident that we will be able to achieve the expected benefits of this transaction," said Carl Hull, Chairman and Chief Executive Officer of Gen-Probe. "The combined company will have an impressive new product pipeline and broader research and development capabilities, with a strong sales force and talented employees that will position Hologic for continued success in the fast-growing molecular diagnostics market. I am committed to working with Rob and our combined teams and fully expect a smooth integration." Update on Financing: Hologic today also announced the launch of the syndication of its new committed senior secured credit facilities to be entered into in order to provide a significant portion of the financing in connection with its acquisition of Gen-Probe. These credit facilities are expected to be in an aggregate principal amount of $3.05 billion comprised of the following sources: a $1.0 billion tranche A term loan facility; a $1.75 billion tranche B term loan facility; and a $300 million revolving credit facility. The allocation and amount of the anticipated senior secured credit facilities may be subject to adjustment, and the funding of the commitments for this financing is contingent on the satisfaction of certain conditions set forth in the previously disclosed Commitment Letter for the financing, including that there not having occurred, since December 31, 2011, an Acquired Business Material Adverse Effect (as defined in the Commitment Letter). The closing of each of these financing facilities is expected to take place concurrently with the completion of Hologic's acquisition of Gen-Probe. Based on preliminary financial data, Hologic expects the following for the third quarter of fiscal 2012 as compared to the corresponding period in the prior year: (i) revenues of approximately $470 million as compared to $451.1 million; (ii) non-GAAP adjusted net income in the range of $90 million to $93 million as compared to $85.7 million; (iii) non-GAAP adjusted EPS in the range of $0.34 to $0.35 as compared to $0.32; and (iv) non-GAAP adjusted EBITDA of over $160 million as compared to $154.6 million (non-GAAP adjusted EBITDA is defined as non-GAAP adjusted net income plus: interest expense, net; income taxes; and depreciation and amortization, included in its non-GAAP adjusted net income). Hologic is also reaffirming the low-end of its full year 2012 revenue guidance of $1.9 billion and its non-GAAP adjusted EPS range of $1.36 to $1.38, as previously provided. This guidance includes Hologic's current operations and does not include the results of Gen-Probe.