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% 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% premium to the closing price of Exact Sciences’s common stock of $0.89 on January 8, 2009, and a 154% 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 would provide Sequenom with an expanded noninvasive diagnostics offering in oncology, and position Sequenom with one of the most comprehensive noninvasive cancer diagnostic portfolios.
Harry Stylli, president and CEO of Sequenom, said: We believe our proposal to acquire Exact Sciences represents a compelling opportunity for both companies and our respective stakeholders. We believe the proposed transaction would provide Exact Sciences’s 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.