Exact Sciences Corporation (NasdaqCM:EXAS) signed a definitive agreement to acquire Genomic Health, Inc. (NasdaqGS:GHDX) from Baker Bros. Advisors LP and others for $2.8 billion on July 28, 2019. Under the terms of the agreement, for each share of Genomic Health common stock, Genomic Health stockholders will receive $27.50 in cash and $44.50 in shares of Exact Sciences stock. Pursuant to the terms of agreement, each outstanding Genomic Health, Inc. stock option and each restricted stock unit receive the merger consideration. 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%. Felix and Julian Baker and certain funds advised by entities with whom they are affiliated, collectively own approximately 25.3% of the outstanding shares of Genomic Health common stock. As part of the transaction, Genomic Health would become a wholly-owned subsidiary of Exact Sciences. In the event of termination, Genomic Health, Inc. will pay a termination fee of $92.4 million. Kevin Conroy will continue as Chairman and Chief Executive Officer of Exact Sciences Corporation with Exact Sciences Corporation continuing in Madicon. The combined organization will have more than 1000 team members, including sales, marketing and reimbursement teams.

The transaction is subject to the regulatory approvals, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, approval for listing of the shares of Exact Sciences Corporation on the Nasdaq stock market, effectiveness of a registration statement on Form S-4, approval of stockholders of Genomic Health, and other customary closing conditions. The transaction is not subject to the approval of Exact Sciences Corporation stockholders. Concurrently with the execution of the merger agreement, Felix J. Baker and Julian C. Baker, Directors of Genomic Health, and certain funds advised by an entity affiliated with Felix J. Baker and Julian C. Baker, entered into voting agreements with Exact Sciences Corporation. As of July 29, 2019, the transaction has been unanimously approved by the Boards of Directors of both companies. As of September 11, 2019, the applicable waiting period under the HSR Act expired on September 9, 2019. Genomic Health's shareholders approved the transaction at the special meeting held on November 7, 2019. The transaction is expected to complete by the end of 2019. As per the filing on October 30, 2019, the transaction is expected to close in November 2019.

Eric Tokat and Jack Sise of Centerview Partners and Ted Brombach, John Spence and Jim Nygaard of XMS Capital Partners are serving as financial advisors to Exact Sciences Corporation and Charles W. Mulaney, Jr. Richard C. Witzel, Jr. Clifford Aronson, Regina Olshan, Steven Matays and Jose Esteves of Skadden, Arps, Slate, Meagher & Flom LLP are serving as legal advisors for Exact Sciences Corporation. Marshall Smith, Peter Van der Goes, Bartosz Ostenda and Neha Krishnamohan of Goldman Sachs & Co. LLC acted as financial advisors while Matthew G. Hurd and Sarah P. Payne of Sullivan & Cromwell LLP and Stanton D. Wong, Justin Hovey, Gabriella Lombardi, Mustapha Parekh, Deborah Carrillo, Julie Divola, Christine Richardson, Jonathan Ocker and Michael Heuga of Pillsbury Winthrop Shaw Pittman LLP are serving as legal advisors for Genomic Health, Inc. Jeffrey Kochian and Alyssa Dossick of Akin Gump Strauss Hauer & Feld LLP acted as legal advisors to Baker Bros. Steven Stokdyk of Latham & Watkins LLP acted as legal advisor to Goldman Sachs & Co. LLC in this offering. Goldman Sachs & Co. LLC acted as the fairness opinion provider to Genomic Health. Georgeson LLC acted as the information agent to Genomic Health and would receive a fee of $12,000 for its services. Computershare, Inc. acted as the transfer agent to Genomic Health.