Sequenom Commences Exchange Offer to Acquire EXACT Sciences

29-Jan-2009 - USA

Sequenom, Inc. announced that it has commenced an Exchange offer to acquire all of the outstanding shares of common stock of EXACT Sciences Corporation in an all-stock exchange valued at approximately $41 million. Subject to the terms and conditions of the offer, each share of EXACT Sciences is exchangeable for $1.50 in Sequenom common stock, subject to a 15% collar that fixes the exchange ratio if the price of Sequenom common stock used to establish the exchange ratio is more than $28.06 per share or is less than $20.74 per share.

"We continue to believe that this proposed business combination is compelling from a number of perspectives. We remain hopeful that EXACT Sciences' Board will ultimately recognize the value inherent in a combination of the two companies and work directly with us to complete a transaction," stated Harry Stylli, Ph.D., President and Chief Executive Officer of Sequenom. "While we remain excited about the potential for the combination of the two companies in the diagnostic marketplace, we must reiterate that in the event EXACT Sciences enters into any out-licensing agreement, collaboration or financial restructuring, we will terminate our exchange offer."

The exchange offer is subject to customary conditions, including a minimum tender of at least 75% of EXACT Sciences' outstanding shares and certain negative covenants that enable Sequenom to terminate the exchange offer if EXACT Sciences takes proscribed actions that impact equity, debt, assets and liabilities of EXACT Sciences or charter documents of EXACT Sciences.

This exchange offer is scheduled to expire at 5:00 p.m., New York time, on March 24, 2009, unless the offer is extended subject to applicable law and terms of the acquisition agreement.

https://www.analytica-world.com/en/news/94587/sequenom-commences-exchange-offer-to-acquire-exact-sciences.html