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Unsurprisingly, Cytyc Buys Digene

Executive Summary

As a small company with a strong presence in its niche, Cytyc receives a high multiple for its revenues, which gives it the equity for M&A. And both it and Digene, another player in cervical cancer screening, knew they could realize strategic synergies by combining and leveraging product offerings and marketing and distribution channels. But whether or not Cytyc succeeds in driving the growth of Digene's test for HPV, the cause of cervical cancer, and uses Digene's Hybrid Capture platform technology to enable a broader play in women's health, Cytyc is demonstrating an ability to craft potentially transforming deals-the kind a larger diagnostics or medical device company can't easily make by acquiring line extensions in niche markets.

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Cytyc's Second Child: Dressed Alike, But Very Different

Cytyc's purchase a year ago of Pro-Duct Health added a product--a ductal lavage catheter--around which it could leverage the clinical and marketing capabilities it had constructed to commercialize ThinPrep, its liquid cytology sample collection platform now used in roughly 60% of Pap smear applications. But Cytyc is facing a much different set of challenges with ductal lavage. Physicians and patients are not used to undergoing a periodic ctyologic screening routine equivalent to Pap. Also, it may take a combination of ductal lavage, biomarkers, and protein expression patterns to distinguish which high-risk women with mildly atypical epithelial ductal cells will get cancer. Cytyc had intended to obtain a molecular marker development capability through the acquisition of Digene Corp., but the FTC shot down the deal. Unless and until it develops internal R&D, it could remain an opportunistic acquirer, like a specialty pharma company perpetually searching for an encore but holding few chips with which to outbid other players.

Cytyc's Second Child: Dressed Alike, But Very Different

Cytyc's purchase a year ago of Pro-Duct Health added a product--a ductal lavage catheter--around which it could leverage the clinical and marketing capabilities it had constructed to commercialize ThinPrep, its liquid cytology sample collection platform now used in roughly 60% of Pap smear applications. But Cytyc is facing a much different set of challenges with ductal lavage. Physicians and patients are not used to undergoing a periodic ctyologic screening routine equivalent to Pap. Also, it may take a combination of ductal lavage, biomarkers, and protein expression patterns to distinguish which high-risk women with mildly atypical epithelial ductal cells will get cancer. Cytyc had intended to obtain a molecular marker development capability through the acquisition of Digene Corp., but the FTC shot down the deal. Unless and until it develops internal R&D, it could remain an opportunistic acquirer, like a specialty pharma company perpetually searching for an encore but holding few chips with which to outbid other players.

Roche's End Run Into the Cervical Cancer Screening Market

The announcement of a merger between Digene, the maker of the only FDA-approved test for HPV, and Cytyc disappointed diagnostics giant Roche, Digene's European distributor. Roche had also contemplated a more strategic relationship with Digene. But it had a back-up plan. In June, it bought Institut Pasteur's HPV IP portfolio, which includes rights to some of Digene's markers. Now, Roche will go head to head with Digene in what may be one of the first significant battles between two molecular diagnostics platforms.

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