Sequenom, Inc. has announced that the company has submitted a proposal to the board of directors of Exact Sciences Corporation to acquire all of the outstanding shares of common stock of Exact Sciences in an all-stock transaction valued at approximately $41 million.
Under the terms of the proposal, each share of Exact Sciences would be exchanged for $1.50 in Sequenom common stock. This consideration would be subject to a floating exchange rate within a 15 per cent collar, in which the price of Sequenom's common stock is between $20.74 and $28.06 per share. This proposed transaction represents a 69 per cent premium to the closing price of Exact Sciences' common stock of $0.89 on January 8, 2009, and a 154 per cent premium to its 30-day volume-weighted average closing price of $0.59. The proposed transaction is intended to be structured as a tax-free exchange. The acquisition of Exact Sciences, a pioneer in noninvasive stool-based DNA screening technologies for colorectal cancer, would provide Sequenom with an expanded noninvasive diagnostics offering in oncology, and position Sequenom with one of the most comprehensive noninvasive cancer diagnostic portfolios.
"We believe our proposal to acquire Exact Sciences represents a compelling opportunity for both companies and our respective stakeholders," stated Harry Stylli, Ph.D., president and chief executive officer of Sequenom. "We believe the proposed transaction would provide Exact Sciences' shareholders with a very attractive premium to the current stock price, with greater liquidity and the opportunity to participate in the future growth of Sequenom. Our proposal would also address the uncertainties currently challenging Exact Sciences, including the decline in its stock price, the risk of delisting from The NASDAQ Capital Market, uncertain prospects for continued financing and significant execution risk. Since Exact Sciences' Board is believed to be pursuing alternatives that may not be as attractive as our proposal, we believe it is important to make our proposal and their process transparent to EXACT Sciences' shareholders."
Dr. Stylli added, "We have long identified oncology as an important growth area and, as such, we are expanding our presence in the oncology research and genetic analysis arena through our MassARRAY technology and quantitative DNA methylation analysis application, which are being utilized by the majority of top cancer institutions in the US, as well as our recently launched OncoCarta research panel for comprehensive molecular tumor characterization. Exact Sciences' novel cancer screening technology and hypermethylated DNA markers are highly synergistic with Sequenom's platform and complement our noninvasive diagnostics platform. Coupled with our Sequenom Center for Molecular Medicine laboratory, we are strongly positioned to maximize Exact Sciences' oncology assets for colorectal cancer screening and potentially expand into noninvasive diagnosis of aerodigestive cancers. We hope that Exact Sciences' board and management will seriously consider our proposal, as collaborating with Exact Sciences continues to be our preference for effecting a transaction."
Sequenom is committed to providing the best genetic analysis products that translate the results of genomic science into solutions for noninvasive prenatal diagnostics, biomedical research, translational research and molecular medicine applications. The Company's proprietary MassARRAY system is a high-performance (in speed, accuracy and cost efficiency) nucleic acid analysis platform that quantitatively and precisely measures genetic target material and variations.