AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among CYTYC CORPORATION, ADMIRAL ACQUISITION CORP., ADIANA, INC. and THE MEMBERS OF THE STOCKHOLDER REPRESENTATIVE COMMITTEE Dated as of February 26, 2007Merger Agreement • February 28th, 2007 • Cytyc Corp • Laboratory analytical instruments • Delaware
This Agreement and Plan of Merger and Reorganization (this “Agreement”) is made and entered into as of February 26, 2007 (the “Agreement Date”), by and among (i) Cytyc Corporation, a Delaware corporation (the “Parent”), (ii) Admiral Acquisition Corp., a Delaware corporation and a wholly owned Subsidiary of Parent (“Merger Sub”), (iii) Adiana, Inc., a Delaware corporation (the “Company”), and (iv) Douglas Kelly, David Douglass and Joan Neuscheler, acting in each case in his or her capacity as a member of the Stockholder Representative Committee referred to herein. Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in Section 10.2 hereof.
