Hologic Expands its Board of Directors with Appointment of Two Independent Directors and Engages Chairman of Mt. Sinai Radiology

  Hologic Expands its Board of Directors with Appointment of Two Independent
Directors and Engages Chairman of Mt. Sinai Radiology Department as Scientific
                                   Advisor

PR Newswire

BEDFORD, Mass., Dec. 9, 2013

BEDFORD, Mass., Dec. 9, 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 the
appointment of Jonathan Christodoro and Samuel Merksamer to the Company's
Board of Directors, effective immediately pursuant to a settlement agreement
with Carl C. Icahn. Mr. Christodoro and Mr. Merksamer are Managing Directors
of Icahn Capital LP, a subsidiary of Icahn Enterprises L.P. (Icahn
Enterprises) (NASDAQ: IEP). With these additions, the Hologic Board now
comprises 11 directors, 10 of whom are independent. Additionally, the Company
announced today that it has engaged Dr. Burton Drayer as a scientific advisor
to Hologic. Dr. Drayer currently serves as Chairman and Director of the
Department of Radiology at The Mount Sinai Medical Center.

"We welcome Jonathan and Sam to the Board of Directors and look forward to
working with them to build shareholder value," said David R. LaVance, Jr.,
Chairman of the Board. "We are committed to fostering long-term growth and we
believe we have the resources and leadership in place to achieve this goal. We
also believe that Hologic will benefit from having access to Dr. Burton
Drayer's expertise and are excited about this new relationship."

"Hologic is a leader in women's health with innovative, market-leading
technologies, and the Company is well-positioned to take advantage of multiple
opportunities," said Carl C. Icahn, Chairman of Icahn Enterprises. "As members
of the Board, Jonathan and Sam will work with the other directors and the
management team to enhance the value of the Company for all shareholders. Our
record shows that our involvement on boards has often created meaningful value
for all shareholders. We hope this will continue with Hologic."

Icahn added, "Given his experience and deep knowledge in medical diagnostics
and radiology, I believe that Dr. Drayer will be an extremely valuable
resource to the Company going forward."

In a separate press release, the Company also announced today that Stephen
MacMillan has been named President and Chief Executive Officer of Hologic and
a member of its Board of Directors. Mr. MacMillan succeeds Jack W. Cumming,
who was named Chief Executive Officer in July 2013 and previously served in
this capacity from 2001 to 2009.

Icahn stated, "We are enthusiastic about and supportive of the appointment of
Steve MacMillan as the new CEO of Hologic. He has extensive industry
experience and a track record of delivering strong financial results and
creating shareholder value. We are confident that Steve is the right person to
lead Hologic forward."

Carl C. Icahn, together with his affiliates, beneficially owns approximately
34.2 million shares of Hologic common stock, which represents approximately
12.5% of Hologic's outstanding shares. Mr. Icahn has also agreed to vote the
shares he controls in support of Hologic's slate of director nominees at the
Company's 2014 Annual Meeting of Stockholders. Mr. Icahn has and his
affiliates have also agreed to other customary standstill provisions.

About Jonathan Christodoro:

Jonathan Christodoro is a Managing Director of Icahn Capital. Mr. Christodoro
currently serves on the Board of Directors at Enzon Pharmaceuticals, Herbalife
and Talisman Energy. He is a graduate of the Wharton School at the University
of Pennsylvania, and Cornell University.

About Samuel Merksamer:

Samuel Merksamer is a Managing Director of Icahn Capital. Mr. Merksamer
currently serves on the boards of CVR Refining, Ferrous Resources, CVR Energy,
American Railcar Industries, Federal-Mogul Corporation, Viskase Companies, PSC
Metals and Talisman Energy. He is a graduate of Cornell University.

About Burton Drayer, MD:

Dr. Drayer has served as Chairman and Director of the Department of Radiology
at The Mount Sinai Medical Center, one of the country's oldest and largest
voluntary teaching hospitals, since July 1995. He is a Fellow of both the
American Academy of Neurology and the American College of Radiology, serving
on the Board of Chancellors of the latter. Dr. Drayer serves on the Board of
Trustees of the Research & Education Foundation at the Radiological Society of
North America (RSNA) and was RSNA President in 2011. Dr. Drayer holds an A.B.
in Political Science from the University of Pennsylvania and received his M.D.
from the Chicago Medical School at the University of Health Sciences in
Chicago. Dr. Drayer has also served on the faculty and in leadership positions
of three research-oriented medical schools, has authored more than 200 journal
articles and similar publications, 41 book chapters and two books and is an
internationally recognized expert in the areas of radiology and
neuroradiology.

About Hologic, Inc.:

Hologic, Inc. is 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. The Company operates four
core business units focused on breast health, diagnostics, GYN surgical and
skeletal health. With a comprehensive suite of technologies and a robust
research and development program, Hologic is committed to improving lives. The
Company is headquartered in Massachusetts. For more information, visit
www.hologic.com.

Hologic and associated logos are trademarks and/or registered trademarks of
Hologic, Inc. and/or its subsidiaries in the United States and/or other
countries.

Forward‐Looking Statement Disclaimer:

This News Release contains forward-looking information that involves risks and
uncertainties, including statements about the Company's plans, objectives,
expectations and intentions. Such statements include, without limitation: the
Company's positioning, resources, capabilities, and expectations for future
performance, growth and shareholder value. 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.

Risks and uncertainties that could adversely affect the Company's business and
prospects, and otherwise cause actual results to differ materially from those
anticipated, include without limitation: the ability to successfully manage
ongoing organizational changes, including the ability of the Company to
successfully attract, motivate and retain key employees; U.S., European and
general worldwide economic conditions and related uncertainties; the Company's
reliance on third-party reimbursement policies to support the sales and market
acceptance of its products, including the possible adverse impact of
government regulation and changes in the availability and amount of
reimbursement and uncertainties for new products or product enhancements;
uncertainties regarding the recently enacted or future healthcare reform
legislation, including associated tax provisions, or budget reduction or other
cost containment efforts; changes in guidelines, recommendations and studies
published by various organizations that could affect the use of the Company's
products; uncertainties inherent in the development of new products and the
enhancement of existing products, including FDA approval and/or clearance and
other regulatory risks, technical risks, cost overruns and delays; the risk
that products may contain undetected errors or defects or otherwise not
perform as anticipated; risks associated with acquisitions, including without
limitation, the Company's ability to successfully integrate acquired
businesses, the risks that the acquired businesses may not operate as
effectively and efficiently as expected even if otherwise successfully
integrated, the risks that acquisitions may involve unexpected costs or
unexpected liabilities, including the risks and challenges associated with the
Company's recent acquisition of Gen-Probe and operations in China; the risks
of conducting business internationally, including the effect of exchange rate
fluctuations on those operations; manufacturing risks, including the Company's
reliance on a single or limited source of supply for key components, and the
need to comply with especially high standards for the manufacture of many of
its products; the Company's ability to predict accurately the demand for its
products, and products under development, and to develop strategies to address
its markets successfully; the early stage of market development for certain of
the Company's products; the Company's leverage risks, including the Company's
obligation to meet payment obligations and financial covenants associated with
its debt; risks related to the use and protection of intellectual property;
expenses, uncertainties and potential liabilities relating to litigation,
including, without limitation, commercial, intellectual property, employment
and product liability litigation; technical innovations that could render
products marketed or under development by the Company obsolete; and
competition.

The risks included above are not exhaustive. Other factors that could
adversely affect the Company's business and prospects are described in the
filings made by the Company with the SEC. The Company expressly disclaims any
obligation or undertaking to release publicly any updates or revisions to any
such statements presented herein to reflect any change in expectations or any
change in events, conditions or circumstances on which any such statements are
based.

Investor Relations and Media Contacts:

Deborah R. Gordon
Vice President, Investor Relations Al Kildani
                                   Senior Director, Investor Relations
(781) 999-7716                     (858) 410-8653
                                   al.kildani@hologic.com
deborah.gordon@hologic.com

SOURCE Hologic, Inc.

Website: http://www.hologic.com
 
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