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Exact Sciences to Acquire Genomic Health for $2.8B; Q2 Revenues Rise 94 Percent

NEW YORK – Exact Sciences announced today that it has entered into a deal to acquire Genomic Health for $2.8 billion in cash and stock.

In a separate announcement, the company reported its second quarter earnings rose 94 percent year over year, due to a 93 percent increase in testing volumes from its Cologuard colorectal cancer diagnostic.

Exact's acquisition of Genomic Health values the firm at $72 per share. Based on the closing stock prices of both companies as of July 26, the total per-share consideration represents a premium of approximately 19 percent to Genomic Health's volume-weighted average price for the last 30 trading days. The transaction, which has been unanimously approved by the boards of both companies, is expected to be completed by the end of 2019, Exact said.

Under the terms of the agreement, Genomic Health stockholders will receive $27.50 in cash and $44.50 in shares of Exact stock for each share of Genomic Health common stock they own, subject to a 10 percent collar centered on Exact's volume-weighted average price for the 45 trading days ended July 26.

Upon closing, Exact shareholders will own approximately 91 percent of the combined company, and Genomic Health stockholders will own approximately 9 percent.

Centerview Partners and XMS Capital Partners are serving as Exact's financial advisors, and Skadden, Arps, Slate, Meagher & Flom is serving as legal advisor. Goldman Sachs is serving as financial advisor to Genomic Health, and Sullivan & Cromwell and Pillsbury Winthrop Shaw Pittman are serving as legal advisors.

"Uniting the best minds and molecular diagnostics capabilities will advance the fight against cancer. Combining industry pioneers Exact Sciences and Genomic Health is a pivotal step toward building the leading cancer diagnostics company in the world," Exact Chairman and CEO Kevin Conroy said in a statement. "Together, we will be able to provide our existing tests to more people, while also accelerating the development and launch of future cancer diagnostic tests."

Genomic Health Chairman and CEO Kim Popovits added that the deal will provide immediate value to the company's stockholders through an upfront cash payment, "as well as ownership in a combined company with enhanced financial strength and the commercial and R&D capabilities to continue to drive significant growth into the future."

On a pro forma basis, the combined company is expected to generate revenues of approximately $1.6 billion and gross profit of approximately $1.2 billion in 2020. Additionally, the combination is expected to generate savings of approximately $25 million a year within the third full year following the close of the transaction.

The transaction will join Exact's Cologuard with Genomic Health's Oncotype DX. The companies' leading diagnostics will respectively continue to help detect colorectal cancer and inform treatment decisions in colorectal, breast, and prostate cancer, which collectively represent approximately 40 percent of all solid tumor incidence, Exact said.

Cologuard has a total available US screening market of $15 billion, with an additional potential $3 billion opportunity among people ages 45 to 49. To date, Cologuard has captured less than 6 percent of the large addressable market of people over 50 years old. Genomic Health's Oncotype IQ portfolio delivered more than 19 percent year-over-year overall revenue growth in the second quarter of 2019, and the company estimated that its Oncotype DX products have a total available market of $2 billion.

"Together, we have a stronger financial profile than on our own, allowing us to continue to invest in new growth opportunities," Conroy added on a conference call following the release of the earnings and acquisition news. "Long term, bringing together Exact Sciences and Genomic Health will create an organization with a breadth of capabilities that doesn't exist today."

He also noted that the combined company would be well-positioned to bring together complementary capabilities to create leading cancer diagnostics.

Separately, Madison, Wisconsin-based Exact Sciences also announced that for the three months ended June 30, it posted revenues of $199.9 million, up from $102.9 million a year ago, and beating the average Wall Street analyst estimate of $182.1 million.

Test volume for the quarter rose to 415,000. The company said more than 13,000 healthcare providers ordered their first Cologuard test during Q2, and nearly 174,000 clinicians have ordered the test since it was launched. This brings Cologuard's estimated market share to 5.7 percent.

"The Exact Sciences team delivered another strong quarter, bringing us closer to our goal of capturing at least 40 percent share of the US colorectal cancer screening market with Cologuard from about 6 percent today," Conroy said in a statement. "The foundation we've built with our team, infrastructure, and commercial scale positions Exact Sciences well for continued growth."

On the earnings call, Conroy noted that since Cologuard's launch almost five years ago, more than 2.6 million people have been screened using the test. Exact estimates that the test has detected more than 12,000 early-stage cancers and has screened nearly 84,000 people with precancerous polyps.

Conroy also said that of the 174,000 doctors who have ordered Cologuard since its launch, 142,000 are primary care doctors, 6,000 are OB/GYNs, 8,000 are gastroenterologists, and the remaining 17,000 are from other fields. He also noted that more than 900 new doctors order Cologuard each week, and that the company's sales force is focused on increasing the reorder rate. Finally, he added that the compliance rate for the test in Q2 was 67 percent, and that the company expects a similar rate in the third quarter.

The average Cologuard recognized revenue per test was unchanged at $479 in Q2, and the average cost per test to the company fell $2 to $123, Exact said.

Exact's Q2 net loss widened to $38.4 million from a net loss of $36.4 million in the year-ago period. On a per-share basis, the company's net loss remained unchanged year over year at $.30. Analysts had expected a loss of $.56 per share.

The company's R&D costs for the quarter rose 105 percent to $30.2 million from $14.7 million in Q2 2018, and its SG&A expenses rose 62 percent to $151.9 million from $94.0 million. On the conference call, Exact CFO Jeff Elliott noted that increased SG&A costs included additional expenses for IT and new sales staff. Increased R&D expenses included costs for sample collection and clinical studies to support the company's pipeline initiatives, including the development of its liver cancer test and expanding Cologuard's label.

Exact ended the quarter with $205.1 million in cash and cash equivalents, and $1.03 billion in marketable securities.

The company revised its guidance for full-year 2019, and now expects revenue of $800 million to $810 million, compared to a previous guidance of $725 million to $740 million. Elliott noted that the full-year guidance assumes the completion of 1.66 million to 1.68 million Cologuard tests in 2019. The updated guidance does not include the impact of the pending combination with Genomic Health.

For the third quarter, Elliott reported that the company expects revenues of $211 million to $216 million, and testing volume of 440,000 to 450,000 completed Cologuard tests.

On average, analysts expect revenues of $747.2 million for the year and $194.9 million for Q3.

Conroy further added that the Oncotype products have a potential $2 billion addressable market — $700 million for Oncotype breast cancer testing in the US, $500 million for international breast cancer testing, $600 million for prostate cancer testing in the US, and $200 million for other markets. Combined with the potential $18 billion addressable market that Cologuard could have if its label is expanded to a younger age group, Oncotype and Cologuard have a potential addressable market worth $20 billion, Conroy said.

Genomic Health also reported its second quarter earnings on Monday. Its revenues rose 19 percent year over year, beating the consensus Wall Street estimate. The company's US product revenue was up about 18 percent. US sales of the Oncotype DX Breast Recurrence Score test were $82.2 million compared with $72.5 million in Q2 2018, an increase of about 13 percent.

On the conference call with analysts, Popovits reiterated her support for the merger. "We believe this is the right time for Genomic Health and Exact Sciences to combine, and this is the right partner," she said. "Together with Exact Sciences, we will have the talent, expertise, and platform to bring our products to even more people around the world."

She also pointed out that the TAILORx study had established Oncotype DX as "the new standard of care for women with early-stage invasive breast cancer," adding that this was only "one example of the impact of the Oncotype DX test on patients around the world."

Exact's shares fell more than 8 percent to $108.04 in mid-day trading on the Nasdaq. Genomic Health's shares rose more than 3 percent to $70.93 on the Nasdaq.

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