Exact Sciences Corp.’s $2.8 billion merger with Genomic Health, Inc.

Centerview Partners and XMS Capital Partners are serving as financial advisors to Exact Sciences and Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal advisor. Goldman Sachs & Co. LLC is serving as financial advisor to Genomic Health and Sullivan & Cromwell LLP and Pillsbury Winthrop Shaw Pittman LLP are serving as legal advisors.

Exact Sciences Corp. (NASDAQ: EXAS) and Genomic Health, Inc. (NASDAQ: GHDX) 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. The transaction, which has been unanimously approved by the Boards of Directors of both companies, is expected to be completed by the end of 2019.

Together, Exact Sciences and Genomic Health will create a leading global cancer diagnostics company. The combined company will offer two of the strongest and fastest growing brands in cancer diagnostics, Cologuard and Oncotype DX, providing a robust platform for continued growth. With this enhanced platform, including a commercial presence in more than 90 countries, the combined company expects to continue to increase adoption of current tests, and to bring new innovative cancer diagnostics to patients throughout the world.

On a pro forma basis, the combined company expects to generate revenue of approximately $1.6 billion and gross profit of approximately $1.2 billion in 2020. Additionally, the combination 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.

The Skadden team is led by M&A partners Charles Mulaney, Jr. (Picture) and Richard Witzel, Jr., Executive Compensation and Benefits partner Regina Olshan, Antitrust/Competition partner Clifford Aronson, Tax partner Steven Matays, and Intellectual Property and Technology partner Jose Esteves.

Involved fees earner: Clifford Aronson – Skadden Arps Slate Meager & Flom; Jose Esteves – Skadden Arps Slate Meager & Flom; Steven Matays – Skadden Arps Slate Meager & Flom; Charles Mulaney – Skadden Arps Slate Meager & Flom; Regina Olshan – Skadden Arps Slate Meager & Flom; Richard Witzel Jr. – Skadden Arps Slate Meager & Flom;

Law Firms: Skadden Arps Slate Meager & Flom;

Clients: Exact Sciences Corp.;

Author: Ambrogio Visconti