Sequenom Proposes to Acquire EXACT Sciences for $1.50 Per Share or Approximately $41 Million - Final.(Broadcast transcript)

OPERATOR: Welcome to the Sequenom business update conference call. At this time, all participants are in a listen-only mode. Following managements' prepared remarks, we will hold a Q&A session. (Operator Instructions). As a reminder, this conference is being recorded today, January 12, 2009.

I would now like to turn the conference over to Ms. Jody Cain. Please go ahead, ma'am.

JODY CAIN, IR, LIPPERT/HEILSHORTN &ASSOCIATES: This is Jody Cain with Lippert/Heilshorn & Associates. Thank you for participating on today's call. Joining me from Sequenom are Dr. Harry Stylli, President and Chief Executive Officer, and Paul Hawran, Chief Financial Officer.

Before we begin, I would like to inform you that this call will include a discussion of Sequenom's proposal to acquire EXACT Sciences, including the anticipated terms and benefits of the proposed transaction. Statements made by management during this call are based on information available to Sequenom today, and actual outcomes may differ materially from these statements.

There are a number of risk factors and uncertainties that may affect future outcomes, including the risks and uncertainties inherent in transactions of this nature, as well as other risks and uncertainties that are set forth in the Company's SEC filings.

Furthermore, the content of this conference call contains time-sensitive information that is accurate only as of the date of the live broadcast, January 12, 2009.

With that said, I would like to turn the call over to Harry Stylli. Harry?

HARRY STYLLI, PRESIDENT, CEO, SEQUENOM: Thank you, Jodi, and my thanks to each of you for joining us this morning to discuss our proposal to acquire EXACT Sciences Corporation. Last Friday afternoon, we issued a press release announcing that Sequenom had submitted a proposal to the Board of Directors of EXACT Sciences to acquire all of the outstanding shares of common stock of EXACT Sciences for $1.50 per share in an all-stock transaction valued at approximately $41 million.

This proposed business combination is compelling from any number of perspectives. It will help maximize the potential of EXACT Sciences' technology, which currently faces an uncertain future at best. It also rewards EXACT Sciences' shareholders handsomely and gives them further upside as owners of Sequenom. And over the next few years, it helps create a new oncology business for Sequenom that ultimately would be based on non-invasive molecular diagnostics for cancer.

As you may know, EXACT Sciences is an applied genomics company based in Massachusetts that develops proprietary DNA-based technologies for use in the detection of cancer. EXACT Sciences holds 115 patents issued in the United States and abroad, along with intellectual property assets that are predominantly applicable to oncology and with limited utility in reproductive health.

EXACT Sciences' current product offering is stool-based DNA screening technology, which features proprietary and patented technology to isolates and analyze the trace amounts of human DNA that are shed into stool every day from the exfoliation of cells that line the colon. EXACT Sciences maintains an exclusive license agreement in the US and Canada with LabCorp for certain intellectual property relating to stool-based DNA screening.

EXACT Sciences retains rights to offer colorectal cancer testing service itself within the US, rights to develop an FDA-cleared or approved in-vitro diagnostic colorectal cancer test kit, and rights to license its colorectal cancer technologies outside the US and Canada.

EXACT Sciences' cancer screening technology and hypermethylated DNA markets are synergistic with Sequenom's MassARRAY platform and complement our non-invasive diagnostics platform. That platform and technology, coupled with our Sequenom Center for Molecular Medicine, a CLIA-certified laboratory, uniquely and strongly positions Sequenom to maximize the EXACT Sciences oncology assets for colorectal cancer screening and potentially expand into non-invasive diagnoses of various digestive cancers such as lung, gastric and pancreatic.

Now that you have a sense of the strategic rationale for this proposal, let me give you some additional background on our proposal. In March of 2008, EXACT Sciences announced that they retained the investment bank Leerink Swan to assist the Board of Directors in its evaluation of strategic alternatives for the company. In June 2008, EXACT Sciences contacted Sequenom to initiate discussions regarding an acquisition.

We chose now to make public our offer to acquire the company because we believe the EXACT Sciences' board is pursuing alternatives that may not be as attractive to their stockholders as is our proposal. As such, we believe it is important to communicate our proposal directly to the EXACT Sciences shareholders and in …