Sequenom, Inc. (NASDAQ:SQNM) announced that it intends to make an exchange offer to acquire all of the outstanding shares of common stock of EXACT Sciences Corporation (NASDAQ:EXAS) 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. 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. The complete terms and conditions of the offer will be filed with the U.S. Securities and Exchange Commission.

“We are disappointed that the Board of EXACT Sciences has rejected our proposal. Unfortunately, the Board of EXACT Sciences has failed to recognize the potential value the combination of our two companies could provide to our respective shareholders,” stated Harry Stylli, Ph.D., President and Chief Executive Officer of Sequenom. “Based on the public statements of the EXACT Board, we continue to be concerned that EXACT may enter into transactions which may not be in the best interest of its shareholders. Therefore, in the event EXACT Sciences enters into any material out-licensing agreement, collaboration or financial restructuring, we will immediately withdraw our offer.

“We have decided to move forward with this acquisition because EXACT Sciences is essentially a shell with intellectual property assets, and we expect it would be straightforward to assimilate the assets into our operations with minimal near-term cash outlay and execution risk to our current initiatives,” added Dr. Stylli. “EXACT Sciences is facing multiple, significant business challenges, and we believe our proposal will address several of these including the risk of delisting from The NASDAQ Capital Market, uncertain prospects for future financing, the need for further restructuring and significant execution risk.”