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Hologic Adopts One-Year Stockholder Rights Plan
Date:11/21/2013

BEDFORD, Mass., Nov. 21, 2013 /PRNewswire/ -- Hologic, Inc. (Hologic or the Company) (NASDAQ: HOLX), a leading developer, manufacturer and supplier of premium diagnostic products, medical imaging systems and surgical products, with an emphasis on serving the healthcare needs of women, today announced that its Board of Directors has unanimously adopted a one-year stockholder rights plan (the Rights Plan).

The Company also today announced that it has received notification from an affiliate controlled by Carl C. Icahn filed under the Hart-Scott-Rodino Act regarding its intention to acquire a stake in the Company.

This Rights Plan is intended to ensure that the Board remains in the best position to perform its fiduciary duties and to enable all Hologic stockholders to receive fair and equal treatment. It is also designed to allow all Hologic stockholders to realize the long-term value of their investment by reducing the likelihood that any person or group would gain control of Hologic through open market accumulation or other coercive tactics without appropriately compensating the Company's stockholders for such control or providing the Board sufficient time to make informed judgments.

The Board believes the Rights Plan will preserve the Company's ability to implement its strategic initiatives and create long-term value for all stockholders. The Rights Plan, which was adopted following evaluation and consultation with the Company's outside advisors, is similar to plans adopted by numerous publicly traded companies.

Under the Rights Plan, stockholders of record at the close of business on December 2, 2013 will receive one right for each share of Hologic common stock held on that date. Initially, these rights will not be exercisable and will trade with the shares of Hologic common stock. If the
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