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Exact Sciences To Acquire Genomic Health In $2.8 Bln Cash, Stock Deal

Molecular diagnostics company Exact Sciences Corp. (EXAS) agreed Monday to acquire genomic diagnostic company Genomic Health, Inc. (GHDX) for $72.00 per share in a cash and stock transaction valued at $2.8 billion to create leading global cancer diagnostics company.

The deal combines two of the strongest brands in cancer diagnostics, Cologuard and Oncotype DX, providing a strong platform for continued growth and ability to provide new innovative cancer diagnostics to patients.

Under the terms of the agreement, for Genomic Health stockholders will receive $27.50 in cash and $44.50 in shares of Exact Sciences stock for each Genomic share they own, subject to a 10% collar centered on Exact Sciences' volume-weighted average price for the 45 trading days ended July 26, 2019.

Upon closing, Exact Sciences shareholders are expected to own approximately 91% of the combined company, and Genomic Health stockholders are expected to own approximately 9%.

On a pro forma basis, the combined company will be positioned to deliver approximately $1.6 billion in revenue and approximately $1.2 billion in gross profit in 2020.

The combination is also 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.

The transaction, unanimously approved by the Boards of Directors of both companies, is expected to be completed by the end of 2019, subject to customary closing conditions and regulatory approvals, including the approval of stockholders of Genomic Health.

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