According to the Complaint, Genomic Health is a healthcare company, provides clinically actionable genomic information to personalize cancer treatment decisions in the United States and internationally. The company develops and commercializes genomic-based clinical laboratory services that analyze the underlying biology of cancer, which allows physicians and patients to make individualized treatment decisions.
On July 28, 2019, Genomic Health and Exact Sciences announced that they had executed a definitive Agreement and Plan of Merger, pursuant to which Exact Sciences, through its wholly owned subsidiary Merger Sub, would acquire all the outstanding shares of common stock of Genomic Health in a mixed stock and cash whereby each share of Genomic Health would be converted into the right to receive (a) $27.50 in cash, without interest, and (b) a number of shares of common stock, par value $0.01 per share, of Exact Sciences equal to (i) 0.36854, if the average of the volume-weighted average prices per share of Exact Sciences Common Stock on the Nasdaq Stock Market for each of the fifteen consecutive trading days ending immediately prior to the closing date is equal to or greater than $120.75, (ii) an amount equal to the quotient obtained by dividing $44.50 by the measurement price if the measurement price is greater than $98.79 but less than $120.75, and (iii) 0.45043, if the measurement price is equal to or less than $98.79, less any applicable withholding taxes.
On August 30, 2019, Defendants caused the filing of a Form S-4 Registration Statement with the United States Securities and Exchange Commission in support of the Proposed Transaction. The Complaint alleges that the Registration Statement is materially misleading and incomplete. The Complaint further alleges that Defendants have breached their fiduciary duties to Genomic Health stockholders by, inter alia, failing to maximize the value stockholders received in exchange for their shares.
This case was voluntarily dismissed on November 13, 2019.