Exact Sciences’ $2.15 billion Acquisition Of Thrive Earlier Detection Corp

Goodwin Procter LLP advised Thrive Earlier Detection Corp. on the deal.

Thrive Earlier Detection Corp. announced its definitive agreement under which Exact Sciences Corp. (Nasdaq: EXAS) will acquire Thrive for cash and stock consideration of up to $2.15 billion.

Thrive is a healthcare company dedicated to incorporating earlier cancer detection into routine medical care. A leading provider of cancer screening and diagnostic tests, Exact Sciences relentlessly pursues smarter solutions providing the clarity to take life-changing action, earlier.

Combining Thrive’s pioneering early-stage screening test, CancerSEEK, with Exact Sciences’ best-in-class scientific platform, clinical organization, and commercial infrastructure will establish Exact Sciences as a leading competitor in blood-based, multi-cancer screening.

Under the terms of the agreement, Thrive will receive total consideration of up to $2.15 billion, of which $1.7 billion would be payable at closing, comprised of 65% in Exact Sciences common stock and 35% in cash, subject to certain adjustments. An additional $450 million would be payable based upon the achievement of certain milestones related to the development and commercialization of a blood-based, multi-cancer screening test.

The Goodwin team was led by Kingsley Taft (Picture), William Collins, and Nicole Daley, and included Brittany Morreale, Joshua Tarr, Kristina Jacobs, Michael Shuster, Susan Hubl, Erini Svokos, Yasee Zahedi, Daniel Karelitz, John Stern, Nicole Spiteri, Andrea Murino, Kirby Lewis, Matthew Wheatley, Sarah Bock, James Devendorf, Ariel Gaknoki, Stephanie Philbin, Steven Tjoe, Jennifer Fay, and Christina Bitter.

Involved fees earner: Michael Shuster – Fenwick & West LLP; Christina Bitter – Goodwin Procter; Sarah Bock – Goodwin Procter; William Collins – Goodwin Procter; Nicole Daley – Goodwin Procter; James Devendorf – Goodwin Procter; Jennifer Fay – Goodwin Procter; Susan Hubl – Goodwin Procter; Kristina Jacobs – Goodwin Procter; Daniel Karelitz – Goodwin Procter; Kirby Lewis – Goodwin Procter; Brittany Morreale – Goodwin Procter; Andrea Agathoklis Murino – Goodwin Procter; Stephanie Philbin – Goodwin Procter; Nicole Spiteri – Goodwin Procter; John Stern – Goodwin Procter; Erini Svokos – Goodwin Procter; Kingsley Taft – Goodwin Procter; Joshua Tarr – Goodwin Procter; Steven Tjoe – Goodwin Procter; Matthew Wheatley – Goodwin Procter; Yasee Zahedi – Goodwin Procter;

Law Firms: Fenwick & West LLP; Goodwin Procter;

Clients: Thrive Earlier Detection Corp.;

Author: Ambrogio Visconti