Exact Sciences + Genomic Health

COMBINING TO CREATE A LEADING GLOBAL CANCER DIAGNOSTICS COMPANY

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Provides platform for growth by combining two of the strongest brands in cancer diagnostics, Cologuard® and Oncotype DX®, into one entity

Forms best-in-class R&D and clinical organization with enhanced scale, a robust evidence generation engine, complemented by proven regulatory expertise, and key relationships with oncologists

Provides global infrastructure and commercial presence in 90+ countries with expanded reach across primary care, oncology, OB/GYN, gastroenterology, and urology to support growth of existing and future cancer tests

Enhances financial strength with expected pro forma revenue of ~$1.6 billion, and gross profit of ~$1.2 billion in  2020

Creating a high-growth leader to improve when cancer is detected and how it is treated

Exact Sciences and Genomic Health have entered into a definitive agreement under which Exact Sciences will combine with Genomic Health for $72.00 per share in a cash and stock transaction valued at $2.8 billion.

Together, Exact Sciences and Genomic Health will create a leading global cancer diagnostics company. Through Cologuard® and Oncotype DX®, the combined leading brands, respectively will continue to help detect colorectal cancer and inform treatment decisions in colorectal, breast and prostate cancer, which collectively represent approximately 40% of all solid tumor incidence. By joining the teams at Exact Sciences and Genomic Health, we are forming a best-in-class R&D and clinical organization with enhanced scale and scope, and establishing the global infrastructure to accelerate the availability of new innovative cancer diagnostics to more patients. Further, the combined company will have a commercial presence in more than 90 countries and expanded reach across primary care, oncology, OB/GYN, gastroenterology, and urology to support growth of existing and future cancer tests.

On a pro forma basis, the company expects to generate revenue of approximately $1.6 billion and gross profit of approximately $1.2 billion in 2020. Additionally, the transaction is expected to generate annualized cost synergies of approximately $25 million within the third full year following close, primarily through reducing public company costs and purchasing optimization.

Reference is made to the agreement and plan of merger, dated as of July 28, 2019, by and among Exact Sciences, Genomic Health and Spring Acquisition Corp., a wholly owned subsidiary of Exact Sciences. Under the terms of the agreement as further set forth therein, for each share of Genomic Health common stock they own, Genomic Health stockholders will receive $27.50 in cash and $44.50 in shares of Exact Sciences stock, subject to a collar centered on Exact Sciences’ volume-weighted average price for the 45 trading days ended July 26, 2019. For purposes of this calculation, the 45-day VWAP is $109.77 and the ends of the collar are at $98.79 and $120.75.

Kevin Conroy
Chairman of the Board & Chief Executive Officer, Exact Sciences

Uniting the best minds and molecular diagnostics capabilities will advance the fight against cancer. Combining industry pioneers Exact Sciences and Genomic Health is a pivotal step toward building the leading cancer diagnostics company in the world. Exact Sciences is continuing to grow sales and expand adoption of Cologuard at a rapid pace, and Genomic Health’s Oncotype DX is the global standard of care to inform treatment decisions for women with breast cancer. Together, with collective resources and broader platform, we will be able to provide our existing tests to more people, while also accelerating the development and launch of future cancer diagnostic tests. We are excited to join together two teams who are united in their dedication to making a positive impact on patients’ lives.

Kimberly Popovits
Chairman of the Board, Chief Executive Officer & President, Genomic Health

We are very pleased to join forces with Exact Sciences, a company and team with which we have a shared vision to revolutionize the way cancer is diagnosed and treated. Genomic Health has achieved incredible success over nearly two decades in pioneering cancer diagnostics, and the recent landmark TAILORx trial results confirmed the clinical utility of the Oncotype DX test for women treated for early-stage invasive breast cancer. This transaction provides immediate value to Genomic Health stockholders through an upfront cash payment and ownership in a combined company with enhanced financial strength and the commercial and R&D capabilities to continue to drive significant growth into the future.