0001104659-19-063338.txt : 20191113
0001104659-19-063338.hdr.sgml : 20191113
20191113162312
ACCESSION NUMBER: 0001104659-19-063338
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191108
FILED AS OF DATE: 20191113
DATE AS OF CHANGE: 20191113
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: EXACT SCIENCES CORP
CENTRAL INDEX KEY: 0001124140
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-51541
FILM NUMBER: 191214302
BUSINESS ADDRESS:
STREET 1: 441 CHARMANY DRIVE
CITY: MADISON
STATE: WI
ZIP: 53719
BUSINESS PHONE: 608-284-5700
MAIL ADDRESS:
STREET 1: 441 CHARMANY DRIVE
CITY: MADISON
STATE: WI
ZIP: 53719
FORMER NAME:
FORMER CONFORMED NAME: EXACT CORP
DATE OF NAME CHANGE: 20000919
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GENOMIC HEALTH INC
CENTRAL INDEX KEY: 0001131324
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071]
IRS NUMBER: 770552594
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 301 PENOBSCOT DRIVE
CITY: REDWOOD CITY
STATE: CA
ZIP: 94063
BUSINESS PHONE: 650-556-9300
MAIL ADDRESS:
STREET 1: 301 PENOBSCOT DRIVE
CITY: REDWOOD CITY
STATE: CA
ZIP: 94063
4
1
a4.xml
4
X0306
4
2019-11-08
0
0001131324
GENOMIC HEALTH INC
GHDX
0001124140
EXACT SCIENCES CORP
441 CHARMANY DRIVE
MADISON
WI
53719
0
0
1
1
See Footnotes
Common Stock, par value $0.0001 per share
2019-11-08
4
P
0
37643330
A
100
D
On November 8, 2019, pursuant to the Agreement and Plan of Merger, dated as of July 28, 2019 (the "Merger Agreement"), by and among Genomic Health, Inc., a Delaware corporation ("Genomic Health"), Exact Sciences Corporation, a Delaware corporation (the "Company"), and Spring Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company ("Merger Sub"), Merger Sub merged with and into Genomic Health, with Genomic Health continuing as the surviving corporation and a direct or indirect wholly owned subsidiary of the Company (the "Merger").
Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time") each share of Genomic Health common stock, par value $0.0001 per share ("Genomic Health Common Stock"), issued and outstanding immediately prior to the Effective Time (except for shares held by a holder who properly exercised and perfected appraisal rights under Delaware law), was converted into the right to receive (i) $27.50 in cash, without interest and (ii) 0.45043 of a share of Company common stock, par value $0.01 per share, and cash in lieu of fractional shares (together, the "Merger Consideration"), less any applicable withholding taxes. Pursuant to the Merger Agreement, at the Effective Time, each share of common stock, par value $0.01 per share, of Merger Sub issued and outstanding immediately prior to the Effective Time, which totaled 100 shares, was converted into and became one fully paid share of common stock, par value $0.01 per share, of Genomic Health.
/s/ D. Scott Coward
2019-11-13