Cytyc Corporation, a provider of surgical and diagnostic products targeting women's health and cancer diagnostics, announced that it will acquire Adeza Biomedical Corporation in a deal worth $452 million.

The equity purchase price of $452 million will be paid out of Cytyc's existing cash, the cash on Adeza's balance sheet, and Cytyc's existing credit facility.

Adeza is a publicly traded company that manufactures and markets products for women's health. Adeza's key product, FullTerm, The Fetal Fibronectin Test, is used to identify women at risk of preterm birth.

The acquisition will leverage the Marlboro, Mass.-based Cytyc's existing worldwide sales force that includes a U.S. OBGYN sales force of approximately 200 people, a U.S. laboratory sales force of approximately 50 people, and an international commercial operations team of approximately 150 people.

"The FullTerm Fetal Fibronectin Test offers an excellent complement to our diagnostic products portfolio and will allow us to leverage our formidable sales force which is already calling on obstetricians and gynecologists, as well as commercial labs, in the U.S. and abroad," said Patrick J, Sullivan, Cytyc's chairman, president and chief executive officer. "This technology offers clear clinical and cost benefits for maternal-fetal care and we believe our infrastructure, experience, and expertise in this sector will accelerate adoption of this product worldwide."

Based on a purchase price of $24 per share and excluding one-time costs related to this proposed acquisition, Cytyc expects the acquisition to be break-even to earnings in 2007 and at least $0.05 accretive to 2008 diluted earnings per share.

Adeza has several products in its pipeline including Gestiva, a drug candidate for the prevention of preterm birth for patients with a history of preterm birth. Adeza received an approvable letter for Gestiva from the U.S. FDA in October 2006 and the drug was also recently granted Orphan Drug status, a designation which will provide the company with seven years of market exclusivity. Cytyc estimates the worldwide market opportunity for Gestiva to be in excess of $100 million.