Sequenom Proposes to Acquire EXACT Sciences for $1.50 Per Share or Approximately $41 Million
Acquisition Would Enhance Sequenom’s Position in Cancer Genomics and Noninvasive Cancer Diagnostics
SAN DIEGO–Sequenom, Inc. (NASDAQ:SQNM) announces that it has submitted a proposal to the Board of Directors of EXACT Sciences Corporation (NASDAQ:EXAS) 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% 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’ 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, 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 U.S., 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.”
Conference Call
Sequenom has scheduled an investor conference call regarding this announcement Monday, January 12, 2009 at 9:00 a.m. Eastern time (6:00 a.m. Pacific time). Individuals interested in participating in the call may do so by dialing 866-844-2998 for domestic callers, or 706-679-9912 for international callers. A telephone replay will be available for 48 hours following conclusion of the call by dialing 800-642-1687 for domestic callers, or 706-645-9291 for international callers, and entering reservation code 80585090. The live conference call also will be available via the Internet by clicking the webcast link in the lower-left corner of www.sequenom.com, and a recording of the call will be available on the company’s website for 14 days following the completion of the call.

