October 28, 2020 PR-M10-20-17
MADISON, Wis. and CAMBRIDGE, Mass. -- Exact Sciences Corp. (Nasdaq: EXAS) and Thrive Earlier Detection Corp. ("Thrive"), a healthcare company dedicated to incorporating earlier cancer detection into routine medical care, today announced they have entered into a definitive agreement under which Exact Sciences will acquire Thrive for cash and stock consideration of up to $2.15 billion. The transaction was unanimously approved by both companies' Boards of Directors and is anticipated to close during the first quarter of 2021, subject to regulatory approval and the satisfaction of other conditions.
Combining Thrive's pioneering early-stage screening test, CancerSEEK, with Exact Sciences' best-in-class scientific platform, clinical organization, and commercial infrastructure will establish Exact Sciences as a leading competitor in blood-based, multi-cancer screening. Thrive, with an early version of CancerSEEK, has conducted a first-of-its-kind 10,000-patient, prospective, interventional study in a real-world clinical setting. In this landmark study, using its mutation and protein biomarker approach, CancerSEEK achieved promising results detecting 10 different types of cancer, including seven with no recommended screening guidelines, with very few false positives. Bringing together highly complementary scientific approaches and the strengths of both organizations, Exact Sciences expects to develop a more accurate test and accelerate the widespread adoption of this potentially life-saving advancement.
"The acquisition of Thrive is a giant leap toward ensuring blood-based, multi-cancer screening becomes a reality and eventually, the standard of care. We couldn't be more excited that Exact Sciences will be at the forefront of this incredible opportunity to serve patients," said Kevin Conroy, Chairman and CEO of Exact Sciences. "We have long respected the Thrive team for their rigorous scientific approach, having participated in both funding rounds as an investor. We are proud to take our partnership to the next level by leveraging Exact Sciences' established R&D team and highly accurate testing platform to augment development of CancerSEEK and accelerate its commercialization. By combining the expertise of both organizations, we believe we can bring this powerful technology to patients faster."
"Thrive is driven by the knowledge that if cancer is caught early enough, it can be more effectively treated or even cured, and every patient deserves a chance for a better outcome," said David Daly, CEO of Thrive. "Our team has made significant progress toward our mission and we are eager to collaborate with and benefit from Exact Sciences' expertise, and believe that together we will enable broader, quicker adoption of our test. With the support of our ongoing partnership with Johns Hopkins University, we are energized to contribute meaningfully to our shared mission of advancing the fight against cancer and providing life-changing answers to patients in need."
Creating a Leader in Blood-Based, Multi-Cancer Screening
Transaction Terms and Additional Information
Under the terms of the agreement, Thrive will receive total consideration of up to $2.15 billion, of which $1.7 billion would be payable at closing, comprised of 65% in Exact Sciences common stock and 35% in cash, subject to certain adjustments. An additional $450 million would be payable based upon the achievement of certain milestones related to the development and commercialization of a blood-based, multi-cancer screening test. The transaction is subject to customary closing conditions and regulatory approvals and is anticipated to close during the first quarter of 2021. XMS Capital is serving as financial advisor to Exact Sciences, and K&L Gates is serving as legal advisor. Goldman Sachs & Co. LLC is serving as financial advisor to Thrive, and Goodwin Procter LLP is serving as legal advisor.
Exact Sciences also Acquires Base Genomics to Extend its DNA Methylation Capabilities
Exact Sciences also announced today that it has acquired Base Genomics, an epigenetics company working to set a new standard in DNA methylation analysis, one of the most promising approaches to detecting cancer in its earliest stages. Base Genomics has a talented team and innovative technology enabling highly accurate DNA methylation analysis. It also allows for the analysis of DNA methylation and mutations in a single sample. Base Genomics' differentiated technology is highly complementary to Exact Sciences' existing methylation expertise and multi-marker approach. This acquisition will enhance Exact Sciences' efforts in cancer diagnostics across the continuum. The terms of this transaction were disclosed in Form 10-Q, filed with the U.S. Securities and Exchange Commission earlier today. XMS Capital is serving as financial advisor to Exact Sciences, and K&L Gates is serving as legal advisor. William Blair is serving as financial advisor to Base Genomics, and Bristows LLP is serving as legal advisor.
About Base Genomics
Base Genomics is an epigenetics company based on a new invention to sequence DNA methylation licensed from Ludwig Cancer Research and the University of Oxford. The technology, TAPS (TET-assisted pyridine borane sequencing), sets a new gold standard for DNA methylation detection to measure changes in DNA over time. With greater sensitivity, accuracy and cost-effectiveness than existing techniques, near term applications will include the early detection of cancer through a blood test, and sensitive detection and analysis of minimal residual disease. In scaling the technology, Base Genomics' leadership team of world-leading scientists, product developers, and clinicians aim to unlock a range of new applications in research and healthcare.
About Exact Sciences Corp.
A leading provider of cancer screening and diagnostic tests, Exact Sciences relentlessly pursues smarter solutions providing the clarity to take life-changing action, earlier. Building on the success of Cologuard and Oncotype DX, Exact Sciences is investing in its product pipeline to take on some of the deadliest cancers and improve patient care. Exact Sciences unites visionary collaborators to help advance the fight against cancer. For more information, please visit the company's website at www.ExactSciencessciences.com, follow Exact Sciences on Twitter @Exact Sciences, or find Exact Sciences on Facebook.
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