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, 2007Agreement and Plan of Merger and Reorganization • 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.
