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As filed with the Securities and Exchange Commission on September 25, 2019

Registration No. 333-233538


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



AMENDMENT NO. 1
TO

FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933



Exact Sciences Corporation
(Exact name of registrant as specified in its charter)



Delaware
(State or other jurisdiction of
incorporation or organization)
  8071
(Primary Standard Industrial
Classification Code Number)
  02-0478229
(I.R.S. Employer
Identification Number)

441 Charmany Drive
Madison, Wisconsin 53719
(608) 535-8815

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)



D. Scott Coward
Senior Vice President, General Counsel, Chief Administrative Officer & Secretary

441 Charmany Drive
Madison, Wisconsin 53719
(608) 535-8815

(Name, address, including zip code, and telephone number, including area code, of agent for service)



Copies of all communications, including communications sent to agent for service, should be sent to:

Charles W. Mulaney, Jr.
Richard C. Witzel, Jr.
Skadden, Arps, Slate,
Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
  Jason W. Radford
Chief Legal Officer and Secretary
Genomic Health, Inc.
301 Penobscot Drive
Redwood City, California 94063
(650) 556-9300
  Matthew G. Hurd
Sarah P. Payne
Sullivan & Cromwell LLP
1870 Embarcadero Road
Palo Alto, California 94303
(650) 461-5669
  Stanton D. Wong
Gabriella A. Lombardi
Justin D. Hovey
Pillsbury Winthrop Shaw Pittman LLP
Four Embarcadero Center, 22nd Floor
San Francisco, California 94111
(415) 983-1000



Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the proposed merger described in the enclosed proxy statement/prospectus have been satisfied or waived.

          If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.    o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.    o

          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ý   Accelerated filer o   Non-accelerated filer o   Smaller reporting company o

Emerging growth company o

          If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

          If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

          Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

          Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o



          The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

   


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The information in this proxy statement/prospectus is not complete and may be changed. We may not sell the securities offered by this proxy statement/prospectus until the registration statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities in any jurisdiction where an offer, solicitation or sale is not permitted.

PRELIMINARY, SUBJECT TO COMPLETION, DATED SEPTEMBER 25, 2019

TRANSACTION PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders:

         On July 28, 2019, Genomic Health, Inc., or Genomic Health, Exact Sciences Corporation, or Exact Sciences, and Spring Acquisition Corp., a wholly owned subsidiary of Exact Sciences, or Merger Sub, entered into an Agreement and Plan of Merger that provides for the acquisition of Genomic Health by Exact Sciences. Subject to approval of Genomic Health stockholders and the satisfaction or (to the extent permitted by law) waiver of certain other closing conditions, Exact Sciences will acquire Genomic Health through the merger of Merger Sub with and into Genomic Health, with Genomic Health surviving the merger and becoming a wholly owned subsidiary of Exact Sciences.

         If the merger is completed, each share of Genomic Health common stock (other than (1) shares held by Genomic Health as treasury stock, Exact Sciences, or any subsidiaries of Genomic Health or Exact Sciences and (2) shares held by a holder who has properly exercised and perfected (and not effectively withdrawn or lost) such holder's demand for appraisal rights under the General Corporation Law of the State of Delaware) will be converted into (a) $27.50 in cash, without interest, plus (b) a fraction of a share of Exact Sciences common stock equal to the quotient obtained by dividing $44.50 by the average of the volume-weighted average prices per share of Exact Sciences common stock on The Nasdaq Stock Market on each of the 15 consecutive trading days ending immediately prior to the closing of the merger, which is referred to as the Exact Sciences stock price, subject to adjustment pursuant to the terms of the merger agreement as further described below. The fraction of a share of Exact Sciences common stock into which each such share of Genomic Health common stock will be converted is referred to as the exchange ratio. If the Exact Sciences stock price is equal to or less than $98.79 or equal to or greater than $120.75, a two-way collar mechanism will apply, pursuant to which (i) if the Exact Sciences stock price is equal to or greater than $120.75, the exchange ratio will be fixed at 0.36854 and (ii) if the Exact Sciences stock price is equal to or less than $98.79, the exchange ratio will be fixed at 0.45043. For more details on the calculation of the Exact Sciences stock price, the calculation of the exchange ratio and the two-way collar mechanism, see "The Merger Agreement—Merger Consideration" beginning on page 88.

         If the Exact Sciences stock price was calculated based on the average of the volume-weighted average prices per share of Exact Sciences common stock for each of the 15 consecutive trading days ending immediately prior to [    ·    ], 2019, the most recent practicable date for which such information was available, holders of Genomic Health common stock would receive $27.50 in cash, without interest, plus 0.[    ·    ] shares of Exact Sciences common stock, representing total merger consideration of approximately $[    ·    ] per share of Genomic Health common stock. The actual value of the merger consideration may well differ from this example, given the Exact Sciences stock price and exchange ratio will not be determinable until the trading day prior to the closing of the merger. The common stock of Exact Sciences is listed on The Nasdaq Stock Market under the symbol "EXAS," and the common stock of Genomic Health is listed on The Nasdaq Stock Market under the symbol "GHDX." We urge you to obtain current market quotations for the shares of common stock of Exact Sciences and Genomic Health.

         Felix J. Baker and Julian C. Baker, directors of Genomic Health, and certain funds advised by an entity affiliated with Felix J. Baker and Julian C. Baker, entered into voting agreements with Exact Sciences pursuant to which, among other things and subject to the terms and conditions of the voting agreements, those stockholders agreed to vote all shares of Genomic Health common stock beneficially owned by those stockholders at the time of the stockholder vote on the merger in favor of adoption of the merger agreement and the approval of the transactions contemplated by the merger agreement. As of September 20, 2019, those stockholders owned approximately 25.1% of the issued and outstanding shares of Genomic Health common stock.

         Genomic Health is holding a special meeting of its stockholders to vote on the proposals necessary to complete the merger. Information about this meeting, the merger and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus. Any stockholder entitled to attend and vote at the special meeting is entitled to appoint a proxy to attend and vote on such stockholder's behalf. That proxy need not be a holder of Genomic Health common stock. We urge you to read this proxy statement/prospectus and the annexes and documents incorporated by reference carefully. You should also carefully consider the risks that are described in the "Risk Factors" section beginning on page 34.

         Your vote is very important regardless of the number of shares of Genomic Health common stock that you own. The merger cannot be completed without the adoption of the merger agreement and approval of the merger by the affirmative vote of holders of a majority of the shares of Genomic Health common stock outstanding and entitled to vote at the special meeting. A failure to vote your shares, or to provide instructions to your broker, bank or nominee as to how to vote your shares, is the equivalent of a vote against the proposal to adopt the merger agreement and approve the merger.

         Whether or not you plan to attend the special meeting of stockholders, please submit your proxy as soon as possible to make sure that your shares are represented at the meeting.

Kimberly J. Popovits
President and Chief Executive Officer and Chairman of the Board
Genomic Health, Inc.

         Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the merger or the other transactions described in this proxy statement/prospectus or the securities to be issued in connection with the merger or determined if this proxy statement/prospectus is accurate or complete. Any representation to the contrary is a criminal offense.

   

This proxy statement/prospectus is dated [    ·    ], 2019 and is first being mailed to stockholders of Genomic Health on or about [    ·    ], 2019.


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GENOMIC HEALTH, INC.

301 Penobscot Drive
Redwood City, California 94063

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To be held on [    ·    ], 2019

To the Stockholders of Genomic Health, Inc.:

        We are pleased to invite you to attend the special meeting of stockholders of Genomic Health, Inc., a Delaware corporation, which will be held at [    ·    ], Pacific Time, on [    ·    ], [    ·    ], 2019 at [    ·    ] for the following purposes:

    Adoption of the Merger Agreement.    To vote on a proposal to adopt the Agreement and Plan of Merger, dated as of July 28, 2019, by and among Exact Sciences Corporation, Spring Acquisition Corp. and Genomic Health, Inc. (which is referred to as the merger agreement), and approve the merger contemplated thereby, which is further described in the sections titled "The Merger" and "The Merger Agreement," beginning on pages 46 and 87, respectively, and a copy of which is attached as Annex A to the proxy statement/prospectus accompanying this notice, which is referred to as the merger proposal;

    Merger-Related Compensation.    To vote on a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to Genomic Health's named executive officers in connection with the merger contemplated by the merger agreement, which is referred to as the merger-related compensation proposal; and

    Adjournment or Postponement of the Special Meeting.    To vote on a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger proposal, which is referred to as the adjournment proposal.

        Genomic Health will transact no other business at the special meeting except such business as may properly be brought before the special meeting or any adjournment or postponement thereof by or at the direction of the Genomic Health board of directors, which is referred to as the Genomic Health Board. Please refer to the proxy statement/prospectus of which this notice is a part for further information with respect to the business to be transacted at the special meeting.

        The Genomic Health Board has fixed the close of business on [    ·    ], 2019 as the record date for the special meeting. Only Genomic Health stockholders of record at that time are entitled to receive notice of, and to vote at, the special meeting or any adjournment or postponement thereof. A complete list of such stockholders will be available for inspection by any stockholder for any purpose germane to the special meeting during ordinary business hours for the 10 days preceding the special meeting at 301 Penobscot Drive, Redwood City, California. The eligible Genomic Health stockholder list will also be available at the special meeting for examination by any stockholder of record present at such meeting.

        Completion of the merger is conditioned upon adoption of the merger agreement and approval of the merger by the Genomic Health stockholders, which requires the affirmative vote of holders of a majority of the shares of Genomic Health common stock outstanding and entitled to vote at the special meeting.

        The Genomic Health Board has unanimously approved the merger agreement and the transactions contemplated by the merger agreement, declared the merger agreement advisable and in the best interest of Genomic Health and its stockholders, and unanimously recommends that Genomic Health stockholders vote:

        "FOR" the merger proposal;

        "FOR" the merger-related compensation proposal; and

        "FOR" the adjournment proposal.


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        Your vote is very important regardless of the number of shares of common stock that you own. A failure to vote your shares, or to provide instructions to your broker, bank or nominee as to how to vote your shares, is the equivalent of a vote against the merger proposal. Whether or not you expect to attend the special meeting in person, to ensure your representation at the special meeting, we urge you to submit a proxy to vote your shares as promptly as possible by (1) visiting the Internet site listed on the proxy card, (2) calling the toll-free number listed on the proxy card or (3) submitting your proxy card by mail by using the provided self-addressed, stamped envelope. Submitting a proxy will not prevent you from voting in person, but it will help to secure a quorum and avoid added solicitation costs. Any eligible holder of Genomic Health stock who is present at the special meeting may vote in person, thereby revoking any previous proxy. In addition, a proxy may also be revoked in writing before the special meeting in the manner described in the accompanying proxy statement/prospectus. If your shares are held in the name of a broker, bank or other nominee, please follow the instructions on the voting instruction card furnished by the broker, bank or other nominee.

        The accompanying proxy statement/prospectus provides a detailed description of the merger and the merger agreement and the other matters to be considered at the special meeting. We urge you to carefully read the proxy statement/prospectus, including any documents incorporated by reference therein, and the annexes in their entirety. If you have any questions concerning the merger or the proxy statement/prospectus, would like additional copies or need help voting your shares of common stock, please contact Genomic Health's proxy solicitor:

Georgeson LLC
1290 Avenue of the Americas, 9th Floor
New York, New York 10104
(800) 509-0917 (toll-free)

By Order of the Genomic Health, Inc. Board of
Directors,

Jason W. Radford
Chief Legal Officer and Secretary

Redwood City, California
[    
·    ], 2019


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REFERENCES TO ADDITIONAL INFORMATION

        This proxy statement/prospectus incorporates by reference important business and financial information about Exact Sciences and Genomic Health from other documents that are not included in or delivered with this proxy statement/prospectus. For a listing of the documents incorporated by reference into this proxy statement/prospectus, see "Where You Can Find More Information" beginning on page 160. This information is available for you to review through the website of the Securities and Exchange Commission, or SEC, at www.sec.gov.

        You can obtain any of the documents incorporated by reference into this proxy statement/prospectus without charge by requesting them in writing or by telephone as follows:

For information related to Genomic Health:

Genomic Health, Inc.
301 Penobscot Drive
Redwood City, California 94063
Attention: Investor Relations
(650) 556-9300

or

Georgeson LLC
1290 Avenue of the Americas, 9th Floor
New York, New York 10104
(800) 509-0917 (toll-free)

For information related to Exact Sciences:
Exact Sciences Corporation
441 Charmany Drive
Madison, Wisconsin 53719
Attention: Investor Relations
(608) 535-8815

        To receive timely delivery of the documents in advance of the special meeting, you should make your request no later than [    ·    ], 2019, which is five business days before the special meeting.

        In addition, you may obtain copies of documents filed by Exact Sciences with the SEC on Exact Sciences' Internet website at www.exactsciences.com. You may also obtain copies of documents filed by Genomic Health with the SEC on Genomic Health's Internet website at www.genomichealth.com.

        We are not incorporating the contents of the websites of the SEC, Exact Sciences, Genomic Health, or any other entity into this proxy statement/prospectus. We are providing the information about how you can obtain certain documents that are incorporated by reference into this proxy statement/prospectus at these websites only for your convenience.


ABOUT THIS PROXY STATEMENT/PROSPECTUS

        This proxy statement/prospectus, which forms part of a registration statement on Form S-4 filed with the SEC by Exact Sciences (File No. 333-233538), constitutes a prospectus of Exact Sciences under Section 5 of the Securities Act of 1933, as amended, which is referred to as the Securities Act, with respect to the shares of common stock, par value $0.01 per share, of Exact Sciences to be issued to Genomic Health stockholders pursuant to the merger agreement. This document also constitutes a proxy statement of Genomic Health under Section 14(a) of the Securities Exchange Act of 1934, as amended, which is referred to as the Exchange Act. It also constitutes a notice of meeting with respect to the special meeting, at which Genomic Health stockholders will be asked to consider and vote upon the proposal to adopt the merger agreement and approve the merger and certain other proposals.

        All references in this proxy statement/prospectus to Exact Sciences refer to Exact Sciences Corporation, a Delaware corporation, and/or its consolidated subsidiaries, unless the context requires


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otherwise. All references in this proxy statement/prospectus to Genomic Health refer to Genomic Health, Inc., a Delaware corporation, and/or its consolidated subsidiaries, unless the context requires otherwise. All references in this proxy statement/prospectus to Merger Sub refer to Spring Acquisition Corp., a Delaware corporation and wholly owned subsidiary of Exact Sciences, unless the context requires otherwise.

        Exact Sciences has supplied all information contained or incorporated by reference into this proxy statement/prospectus relating to Exact Sciences and Merger Sub, and Genomic Health has supplied all such information relating to Genomic Health.

        You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. Exact Sciences and Genomic Health have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated as of the date set forth above on the cover page of this proxy statement/prospectus, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to Genomic Health stockholders nor the issuance by Exact Sciences of shares of common stock pursuant to the merger agreement will create any implication to the contrary.

        This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction in which or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.


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TABLE OF CONTENTS

 
  Page  

QUESTIONS & ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

    1  

SUMMARY

    11  

The Parties

    11  

The Merger

    12  

Merger Consideration

    12  

Treatment of Genomic Health Equity Awards

    13  

Recommendation of the Genomic Health Board of Directors

    14  

Opinion of Genomic Health's Financial Advisor

    14  

Interests of Certain Persons in the Merger

    15  

Information About the Genomic Health Stockholders' Meeting

    16  

Voting by Genomic Health's Directors and Executive Officers

    17  

Voting Agreements

    17  

Regulatory Approvals

    17  

Conditions to Completion of the Merger

    18  

Timing of the Merger

    18  

No Solicitation

    18  

Termination of the Merger Agreement; Termination Fee

    19  

Appraisal Rights of Genomic Health Stockholders

    21  

U.S. Federal Income Tax Consequences

    21  

Accounting Treatment

    22  

Litigation Relating to the Merger

    22  

Risk Factors

    22  

SELECTED HISTORICAL FINANCIAL DATA

    23  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF EXACT SCIENCES

    23  

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF GENOMIC HEALTH

    25  

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

    28  

COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

    29  

COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

    30  

Dividend Information

    30  

Comparison of Exact Sciences and Genomic Health Market Prices and Implied Value of Merger Consideration

    30  

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

    32  

RISK FACTORS

    34  

Risks Related to the Merger

    34  

Risks Related to the Combined Company After Completion of the Merger

    40  

Other Risk Factors

    44  

THE PARTIES TO THE MERGER

    45  

Exact Sciences

    45  

Genomic Health

    45  

Spring Acquisition Corp. 

    46  

THE MERGER

    46  

Background of the Merger

    46  

Genomic Health Board of Directors' Recommendation and Reasons for the Merger

    57  

Opinion of Genomic Health's Financial Advisor

    62  

Certain Unaudited Prospective Financial Information

    71  

Interests of Certain Persons in the Merger

    75  

Director and Officer Indemnification

    81  

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  Page  

Voting Agreements

    81  

Regulatory Approvals

    81  

Timing of the Merger

    81  

U.S. Federal Income Tax Consequences

    82  

Accounting Treatment

    86  

Nasdaq Listing; Delisting and Deregistration of Genomic Health Common Stock

    86  

Litigation Relating to the Merger

    87  

Restrictions on Sales of Shares of Exact Sciences Common Stock Received in the Merger

    87  

THE MERGER AGREEMENT

    87  

Explanatory Note Regarding the Merger Agreement

    87  

Structure of the Merger

    88  

Merger Consideration

    88  

Treatment of Genomic Health Equity Awards

    90  

Closing and Effectiveness of the Merger

    91  

Conversion of Shares; Exchange of Certificates; Fractional Shares

    91  

Representations and Warranties; Material Adverse Effect

    92  

Covenants and Agreements

    95  

Conditions to the Merger

    107  

Termination

    109  

Effect of Termination

    111  

Termination Fee

    111  

Expenses

    112  

Amendment and Waiver

    112  

Third-Party Beneficiaries

    112  

Governing Law; Jurisdiction

    113  

Enforcement

    113  

THE SPECIAL MEETING

    113  

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

    120  

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

    125  

BENEFICIAL OWNERSHIP TABLE

    138  

COMPARISON OF STOCKHOLDER RIGHTS

    140  

APPRAISAL RIGHTS

    155  

VALIDITY OF COMMON STOCK

    159  

EXPERTS

    159  

STOCKHOLDER PROPOSALS

    159  

HOUSEHOLDING OF PROXY MATERIALS

    160  

WHERE YOU CAN FIND MORE INFORMATION

    160  

Annex A: Agreement and Plan of Merger

    A-1  

Annex B: Form of Voting Agreement

    B-1  

Annex C: Form of Voting Agreement

    C-1  

Annex D: Form of Voting Agreement

    D-1  

Annex E: Opinion of Goldman Sachs & Co. LLC

    E-1  

Annex F: Section 262 of the Delaware General Corporation Law

    F-1  

ii


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QUESTIONS & ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

        The following questions and answers briefly address some commonly asked questions about the merger, the merger agreement and the special meeting. They may not include all the information that is important to stockholders of Genomic Health. Stockholders should carefully read this entire proxy statement/prospectus, including the annexes and the other documents referred to or incorporated by reference herein.

Q:
What is the merger?

A:
Exact Sciences, Genomic Health and Merger Sub have entered into an Agreement and Plan of Merger, dated as of July 28, 2019, which (as the same may be amended from time to time) is referred to as the merger agreement. A copy of the merger agreement is attached as Annex A to this proxy statement/prospectus. The merger agreement contains the terms and conditions of the proposed acquisition of Genomic Health by Exact Sciences. Under the merger agreement, subject to satisfaction or (to the extent permitted by law) waiver of the conditions set forth in the merger agreement and described hereinafter, Merger Sub will merge with and into Genomic Health, with Genomic Health continuing as the surviving corporation and a wholly owned subsidiary of Exact Sciences, in a transaction which is referred to as the merger. As a result of the merger, Genomic Health will no longer be a publicly-held company. Following the merger, Genomic Health common stock will be delisted from The Nasdaq Stock Market, which is referred to as Nasdaq, and deregistered under the Exchange Act.

Q:
Why am I receiving these materials?

A:
Genomic Health is sending these materials to its stockholders to help them decide how to vote their shares of common stock with respect to the merger and other matters to be considered at the special meeting.

    The merger cannot be completed unless Genomic Health stockholders adopt the merger agreement and approve the merger. Genomic Health is holding a special meeting of its stockholders to vote on the proposals necessary to complete the merger. Information about the special meeting, the merger, the merger agreement and the other business to be considered by stockholders at the special meeting is contained in this proxy statement/prospectus.

    This proxy statement/prospectus constitutes both a proxy statement of Genomic Health and a prospectus of Exact Sciences. It is a proxy statement because the Genomic Health board of directors, which is referred to as the Genomic Health Board, is soliciting proxies from its stockholders. It is a prospectus because Exact Sciences will issue shares of its common stock in exchange for outstanding shares of Genomic Health common stock in the merger. This proxy statement/prospectus includes important information about the merger, the merger agreement and the special meeting. Genomic Health stockholders should read this information carefully and in its entirety. The enclosed materials allow stockholders to vote their shares by proxy without attending the special meeting in person.

Q:
What will Genomic Health stockholders receive in the merger?

A:
If the merger is completed, each share of Genomic Health common stock (other than (1) shares held by Genomic Health as treasury stock, Exact Sciences, or any subsidiaries of Genomic Health or Exact Sciences and (2) shares held by a holder who has properly exercised and perfected (and not effectively withdrawn or lost) such holder's demand for appraisal rights under the General Corporation Law of the State of Delaware (which is referred to as the DGCL), both of which are collectively referred to herein as excluded shares) will be converted into (a) $27.50 in cash, without interest, plus (b) a fraction of a share of Exact Sciences common stock equal to the quotient obtained by dividing $44.50 by the average of the volume-weighted average prices per share of Exact Sciences common stock on Nasdaq on each of the 15 consecutive trading days ending immediately prior to the closing of the merger (referred to herein as the Exact Sciences stock

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    price), subject to adjustment pursuant to the terms of the merger agreement. The cash and Exact Sciences stock payable in exchange for each such share of Genomic Health common stock are collectively referred to as the merger consideration.

    The fraction of a share of Exact Sciences common stock into which each such share of Genomic Health common stock will be converted is referred to as the exchange ratio. The exchange ratio is described in more detail in "The Merger Agreement—Merger Consideration" beginning on page 88. If the Exact Sciences stock price is greater than $98.79 but less than $120.75, the exchange ratio will be equal to the quotient of (i) $44.50 divided by (ii) the Exact Sciences stock price. If the Exact Sciences stock price is equal to or less than $98.79 or equal to or greater than $120.75, a two-way collar mechanism will apply, pursuant to which (i) if the Exact Sciences stock price is equal to or greater than $120.75, the exchange ratio will be fixed at 0.36854 and (ii) if the Exact Sciences stock price is equal to or less than $98.79, the exchange ratio will be fixed at 0.45043.

    All fractional shares of Exact Sciences common stock that would otherwise be issued to a Genomic Health stockholder of record as part of the merger consideration will be aggregated to create whole shares of Exact Sciences common stock that will be issued to stockholders as part of the merger consideration. If a fractional share of Exact Sciences common stock remains payable to a Genomic Health stockholder after aggregating all fractional shares of Exact Sciences common stock payable to such Genomic Health stockholder of record, then such stockholder will be paid, in lieu of such remaining fractional share of Exact Sciences common stock, an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (1) the amount of the fractional share interest in a share of Exact Sciences common stock to which such holder would otherwise be entitled (rounded to five decimal places) and (2) the Exact Sciences stock price.

Q:
How will Exact Sciences pay the cash component of the merger consideration?

A:
Exact Sciences' obligation to complete the merger is not conditioned upon its obtaining financing. Exact Sciences anticipates that approximately $1.1 billion will be required to pay the aggregate cash portion of the merger consideration to Genomic Health stockholders. The merger will be financed in part by the use of Exact Sciences' cash on hand and in part by the use of Genomic Health's cash on hand.

Q:
What equity stake will Genomic Health stockholders hold in Exact Sciences immediately following the merger?

A:
Upon the completion of the merger, based on minimum and maximum exchange ratios of 0.36854 and 0.45043, the estimated number of shares of Exact Sciences common stock issuable as a portion of the merger consideration is between 14.2 million shares and 17.4 million shares, which will result in former Genomic Health stockholders holding approximately 8.7% to 10.4% of the outstanding fully diluted Exact Sciences common stock, based on the number of outstanding shares of common stock and outstanding stock-based awards of Exact Sciences and Genomic Health as of September 20, 2019 and also assuming a closing date of September 20, 2019.

    For more details on the calculation of the Exact Sciences stock price, the calculation of the exchange ratio and the two-way collar mechanism, see "The Merger Agreement—Merger Consideration" beginning on page 88.

Q:
When do Exact Sciences and Genomic Health expect to complete the transaction?

A:
Exact Sciences and Genomic Health are working to complete the transaction as soon as practicable. We currently expect that the transaction will be completed by the end of 2019. Neither Exact Sciences nor Genomic Health can predict, however, the actual date on which the transaction

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    will be completed because it is subject to conditions beyond each company's control, including obtaining the necessary regulatory approvals.

Q:
What are the conditions to completion of the merger?

A:
In addition to the approval of the merger proposal by Genomic Health stockholders as described above, completion of the merger is subject to the satisfaction of a number of other conditions, including (1) the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, which is referred to as the HSR Act and (2) no governmental authority of competent jurisdiction having issued or entered any order or enacted any law after the date of the merger agreement having the effect of enjoining or otherwise prohibiting the completion of the merger.

    See "The Merger Agreement—Conditions to the Merger" beginning on page 107.

Q:
What am I being asked to vote on, and why is this approval necessary?

A:
Genomic Health stockholders are being asked to vote on the following proposals:

1.
Adoption of the Merger Agreement.    To vote on a proposal to adopt the merger agreement and approve the merger contemplated thereby, which is further described in the sections titled "The Merger" and "The Merger Agreement," beginning on pages 46 and 87, respectively, and a copy of which is attached as Annex A to the proxy statement/prospectus accompanying this notice, which is referred to as the merger proposal;

2.
Merger-Related Compensation.    To vote on a proposal to approve, by advisory (non-binding) vote, certain compensation arrangements that may be paid or become payable to Genomic Health's named executive officers in connection with the merger contemplated by the merger agreement, which is referred to as the merger-related compensation proposal; and

3.
Adjournment or Postponement of the Special Meeting.    To vote on a proposal to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there are not sufficient votes at the time of the special meeting to approve the merger proposal, which is referred to as the adjournment proposal.

      Approval of the merger proposal by Genomic Health stockholders is required for completion of the merger.

Q:
What vote is required to approve each proposal at the Special Meeting?

A:
The merger proposal:    The affirmative vote of holders of a majority of the shares of Genomic Health common stock outstanding and entitled to vote (in person or by proxy) on the proposal, is required to approve the merger proposal, which is referred to as the stockholder approval.

    The merger-related compensation proposal:    The affirmative vote of holders of a majority of the shares of Genomic Health common stock represented (in person or by proxy) at the special meeting and entitled to vote on the proposal, assuming a quorum, is required to approve the merger-related compensation proposal.

    The adjournment proposal:    The affirmative vote of holders of a majority of the shares of Genomic Health common stock represented (in person or by proxy) at the special meeting and entitled to vote on the proposal, regardless of whether a quorum is present, is required to approve the adjournment proposal.

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Q:
How many votes do I have?

A:
Each Genomic Health stockholder is entitled to one vote for each share of Genomic Health common stock held of record as of the record date.

    As of the close of business on the record date, there were approximately [    ·    ] shares of common stock outstanding. As summarized below, there are some important distinctions between shares held of record and those owned beneficially in "street name."

Q:
What constitutes a quorum?

A:
The presence at the special meeting, in person or by proxy, of the holders of a majority of the shares of Genomic Health common stock issued and outstanding on the record date for the special meeting will constitute a quorum for the transaction of business at the special meeting. Abstentions (which are described below) will count for the purpose of determining the presence of a quorum for the transaction of business at the special meeting.

Q:
How does the Genomic Health Board recommend that I vote?

A:
The Genomic Health Board unanimously recommends that stockholders vote: "FOR" the merger proposal, "FOR" the merger-related compensation proposal, and "FOR" the adjournment proposal. For information regarding the Genomic Health Board's reasons for approving and recommending adoption of the merger agreement and the transactions contemplated by the merger agreement, including the merger, see the section entitled "The Merger—Genomic Health Board of Directors' Recommendation and Reasons for the Merger" beginning on page 57.

Q:
Do any of Genomic Health's directors or officers have interests in the merger that may differ from or be in addition to my interests as a stockholder?

A:
In considering the recommendation of the Genomic Health Board with respect to the merger proposal, you should be aware that Genomic Health's directors and executive officers have interests in the merger that are different from, or in addition to, the interests of Genomic Health's stockholders generally. The Genomic Health Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending that the merger agreement be adopted by the stockholders of Genomic Health. See "The Merger—Interests of Certain Persons in the Merger" beginning on page 75.

Q:
Are there any voting agreements with existing stockholders?

A:
Felix J. Baker and Julian C. Baker, directors of Genomic Health, and certain funds advised by an entity affiliated with Felix J. Baker and Julian C. Baker, entered into voting agreements with Exact Sciences pursuant to which, among other things and subject to the terms and conditions of the voting agreements, those stockholders agreed to vote all shares of Genomic Health common stock beneficially owned by those stockholders at the time of the stockholder vote on the merger in favor of adoption of the merger agreement and the approval of the transactions contemplated by the merger agreement. As of September 20, 2019, those stockholders owned approximately 25.1% of the issued and outstanding shares of Genomic Health common stock. For more information, see "The Merger—Voting Agreements" beginning on page 81.

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Q:
Why am I being asked to consider and vote on a proposal to approve, by advisory (non-binding) vote, the merger-related executive compensation?

A:
Under SEC rules, Genomic Health is required to seek an advisory (non-binding) vote with respect to the compensation that may be paid or become payable to its named executive officers that is based on, or otherwise relates to, the merger.

Q:
What happens if the merger-related compensation proposal is not approved?

A:
Approval of the merger-related compensation proposal is not a condition to completion of the merger, and because the vote on the merger-related compensation proposal is advisory only, it will not be binding on Genomic Health. Accordingly, if the merger is approved and the other conditions to closing are satisfied or waived, the merger will be completed even if the merger-related compensation proposal is not approved. If the merger proposal is approved and the merger is completed, the merger-related compensation will be payable to Genomic Health's named executive officers, subject only to the conditions applicable thereto, regardless of the outcome of the vote on the merger-related compensation proposal.

Q:
What do I need to do now?

A:
After carefully reading and considering the information contained in this proxy statement/prospectus, please vote your shares as soon as possible so that your shares will be represented at the special meeting. Please follow the instructions set forth on the proxy card or on the voting instruction form provided by the record holder if your shares are held in the name of your broker, bank or other nominee.

    Please do not submit your stock certificates at this time. If the merger is completed, you will receive instructions for surrendering your stock certificates in exchange for shares of Exact Sciences common stock from the exchange agent.

Q:
Does my vote matter?

A:
Yes. The merger cannot be completed unless the proposal to adopt the merger agreement is approved by holders of a majority of the shares of Genomic Health common stock issued and outstanding. If you fail to submit a proxy or to vote in person at the special meeting, or abstain, or you do not provide your bank, brokerage firm or other nominee with instructions, as applicable, this will have the effect of a vote cast "AGAINST" such proposal. The Genomic Health Board unanimously recommends that stockholders vote "FOR" the proposal to adopt the merger agreement and approve the merger.

Q:
How do I vote?

A:
If you are a stockholder of record of Genomic Health as of the close of business on [    ·    ], 2019, which is referred to as the record date, you are entitled to receive notice of, and cast a vote at, the special meeting. Each holder of Genomic Health common stock is entitled to cast one vote on each matter properly brought before the special meeting for each share of Genomic Health common stock that such holder owned of record as of the record date. You may submit your proxy before the special meeting in one of the following ways.

Telephone voting—use the toll-free number and follow the telephone voting instructions shown on your proxy card—your vote must be received by 11:59 p.m., Eastern Time, on [    ·    ], 2019 to be counted;

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    Via the Internet—visit the website and follow the Internet voting instructions shown on your proxy card to vote via the Internet—your vote must be received by 11:59 p.m., Eastern Time, on [    ·    ], 2019 to be counted; or

    Mail—complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

    If you are a stockholder of record, you may also cast your vote in person at the special meeting.

    Please be aware that if you vote by telephone or over the Internet, you may incur costs such as telephone and Internet access charges for which you will be responsible.

    If your shares are held in "street name," through a broker, bank or other nominee, that institution will send you separate instructions describing the procedure for voting your shares. "Street name" stockholders who wish to vote at the meeting will need to obtain a "legal proxy" form from their broker, bank or other nominee.

Q:
What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A:
Stockholder of Record.    If your shares are registered directly in your name with Genomic Health's transfer agent, Computershare Inc., which is referred to as Computershare, you are considered, with respect to those shares, the stockholder of record. The proxy statement/prospectus and proxy card have been sent directly to you by Genomic Health.

    Beneficial Owner.    If your shares are held in a brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in "street name." The proxy statement/prospectus and voting instructions have been forwarded to you by your broker, bank or nominee who is considered, with respect to those shares, the stockholder of record. You should follow the instructions provided by them to vote your shares. If you beneficially own your shares, you are invited to attend the special meeting; however, you may not vote your shares in person at the special meeting unless you obtain a "legal proxy" from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the special meeting.

Q:
If my shares are held in "street name" by a broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me?

A:
If your shares are held in "street name" in a stock brokerage account or by a broker, bank or other nominee, you must provide the record holder of your shares with instructions on how to vote your shares. Please follow the voting instructions provided by your broker, bank or other nominee. Please note that you may not vote shares held in "street name" by returning a proxy card directly to Genomic Health or by voting in person at the special meeting unless you provide a "legal proxy," which you must obtain from your broker, bank or other nominee. Your broker, bank or other nominee is obligated to provide you with a voting instruction card for you to use.

    Brokers who hold shares in "street name" for a beneficial owner of those shares typically have the authority to vote in their discretion on "routine" proposals when they have not received instructions from beneficial owners. However, brokers are not allowed to exercise their voting discretion with respect to the approval of matters determined to be "non-routine" without specific instructions from the beneficial owner. It is expected that all proposals to be voted on at the special meeting are "non-routine" matters. Broker non-votes occur when a broker or nominee is not instructed by the beneficial owner of shares to vote on a particular proposal for which the broker does not have discretionary voting power.

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    If you are a beneficial owner of Genomic Health shares and you do not instruct your broker, bank or other nominee on how to vote your shares:

    your broker, bank or other nominee may not vote your shares on the merger proposal, which broker non-votes, if any, will have the same effect as a vote "AGAINST" such proposal;

    your broker, bank or other nominee may not vote your shares on the merger-related compensation proposal, which broker non-votes, if any, will have no effect on the outcome of such proposal (assuming a quorum is present); and

    your broker, bank or other nominee may not vote your shares on the adjournment proposal, which broker non-votes, if any, will have no effect on the outcome of such proposal (regardless of whether a quorum is present).

Q:
When and where is the special meeting? What must I bring to attend the special meeting?

A:
The special meeting of Genomic Health stockholders will be held at [    ·    ], Pacific Time, on [    ·    ], 2019 at [    ·    ]. Subject to space availability, all stockholders as of the record date, or their duly appointed proxies, may attend the meeting. Since seating is limited, admission to the meeting will be on a first-come, first-served basis. Registration and seating will begin at [    ·    ] Pacific Time.

    If you wish to attend the special meeting, you must bring photo identification. If you hold your shares through a broker, bank or other nominee, you must also bring proof of ownership such as the voting instruction form from your broker or other nominee or an account statement.

Q:
What if I fail to vote or abstain?

A:
For purposes of the special meeting, an abstention occurs when a stockholder attends the special meeting in person and does not vote or returns a proxy with an "abstain" instruction.

    Merger proposal:    An abstention will have the same effect as a vote cast "AGAINST" the merger proposal. If a stockholder is not present in person at the special meeting and does not respond by proxy, it will have the same effect of a vote cast "AGAINST" such proposal.

    Merger-related compensation proposal:    An abstention will have the same effect as a vote cast "AGAINST" the merger-related compensation proposal. If a stockholder is not present in person at the special meeting and does not respond by proxy, it will have no effect on the outcome of the merger-related compensation proposal (assuming a quorum is present).

    Adjournment proposal:    An abstention will have the same effect as a vote cast "AGAINST" the adjournment proposal. If a stockholder is not present at the special meeting in person and does not respond by proxy, it will have no effect on the vote count for such proposal (regardless of whether a quorum is present).

Q:
What will happen if I sign and return my proxy or voting instruction card without indicating how to vote?

A:
If you sign and return your proxy or voting instruction card without indicating how to vote on any particular proposal, the common stock represented by your proxy will be voted as recommended by the Genomic Health Board with respect to that proposal.

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Q:
What happens if I sell my shares of Genomic Health common stock after the record date but before the special meeting?

A:
The record date for the special meeting (the close of business on [    ·    ], 2019) is earlier than the date of the special meeting and earlier than the date that the merger is expected to be completed. If you sell or otherwise transfer your shares of common stock after the record date but before the date of the special meeting, you will retain your right to vote at the special meeting. However, you will not have the right to receive the merger consideration to be received by the stockholders in the merger. In order to receive the merger consideration, you must hold your shares through completion of the merger.

Q:
May I change or revoke my vote after I have delivered my proxy or voting instruction card?

A:
Yes. If you are a record holder, you may change or revoke your vote before your proxy is voted at the special meeting. If you submitted your proxy by mail, you must file with the Secretary of Genomic Health a written notice of revocation or deliver, prior to the vote at the special meeting, a valid, later-dated proxy. If you submitted your vote by telephone or by the Internet, you may change your vote or revoke your proxy with a later telephone or Internet proxy, as the case may be. Please note that telephone and Internet voting have a deadline of 11:59 p.m., Eastern Time, on [    ·    ], 2019 for any votes made through those methods to be counted. You may also attend the special meeting and vote in person, which would have the effect of revoking any proxy you provided before the special meeting.

    If your shares are held in an account at a broker, bank or other nominee and you have delivered your voting instruction card or otherwise given instruction on how to vote your shares to your broker, bank or other nominee, you should contact your broker, bank or other nominee to change your vote.

Q:
Where can I find the voting results of the special meeting?

A:
The preliminary voting results will be announced at the special meeting. In addition, within four business days following certification of the final voting results, Genomic Health intends to file the final voting results with the SEC on a Current Report on Form 8-K.

Q:
What are the U.S. federal income tax consequences of the merger?

A:
The exchange of Genomic Health common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes, and may also be a taxable transaction under applicable state, local or non-U.S. income or other tax laws. In general, for U.S. federal income tax purposes, a U.S. holder (as defined in "The Merger—U.S. Federal Income Tax Consequences") of Genomic Health common stock who receives the merger consideration in exchange for such U.S. holder's shares of Genomic Health common stock pursuant to the merger will recognize gain or loss in an amount equal to the difference, if any, between (1) the sum of the fair market value of the Exact Sciences common stock and the amount of cash, including cash in lieu of a fractional share of Exact Sciences common stock, received in the merger and (2) such U.S. holder's adjusted tax basis in the shares of Genomic Health common stock exchanged therefor.

    A stockholder that is a non-U.S. holder (as defined in "The Merger—U.S. Federal Income Tax Consequences") will generally not be subject to U.S. federal income tax with respect to the exchange of Genomic Health common stock pursuant to the merger unless such non-U.S. holder has certain connections to the United States, but may be subject to backup withholding tax unless the non-U.S. holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.

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    In certain circumstances, as the result of application of Section 304 of the Internal Revenue Code of 1986, which is referred to as the Code, a holder of Genomic Health common stock could be treated as receiving a dividend in an amount up to the cash consideration received by such holder in the merger. As a result of the possibility of such deemed dividend treatment, a non-U.S. holder of Genomic Health common stock may be subject to U.S. withholding tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) with respect to the cash consideration received in the merger. Holders of Genomic Health common stock should consult their own tax advisors regarding the potential application of Section 304 of the Code to the merger.

    For a more complete description of the U.S. federal income tax consequences of the merger, see "The Merger—U.S. Federal Income Tax Consequences" beginning on page 82.

    This proxy statement/prospectus contains a discussion of the material U.S. federal income tax consequences of the merger. This discussion does not address any non-U.S. tax consequences, nor does it pertain to state or local income or other tax consequences. You should consult your own tax advisors regarding the particular U.S. federal income tax consequences of the merger to you in light of your particular circumstances, as well as the particular tax consequences to you of the merger under any state, local or non-U.S. income or other tax laws.

Q:
Are there any risks that I should consider in deciding whether to vote in favor of the merger proposal?

A:
Yes. You should read and carefully consider the risk factors set forth in the section entitled "Risk Factors" beginning on page 34. You also should read and carefully consider the risk factors of Exact Sciences and Genomic Health contained in the documents that are incorporated by reference into this proxy statement/prospectus.

Q:
Do I have appraisal rights in connection with the transaction?

A:
Subject to the closing of the merger, record holders of Genomic Health common stock who do not vote in favor of the merger proposal and otherwise comply fully with the requirements and procedures of Section 262 of the DGCL, may exercise their rights of appraisal, which generally entitle stockholders to receive a lump sum cash payment equal to the fair value of their common stock exclusive of any element of value arising from the accomplishment or expectation of the merger. The "fair value" could be higher or lower than, or the same as, the merger consideration. A detailed description of the appraisal rights and procedures available to Genomic Health stockholders is included in "Appraisal Rights" beginning on page 155. The full text of Section 262 of the DGCL is attached as Annex F to this proxy statement/prospectus.

Q:
What will holders of Genomic Health equity-based awards receive in the merger?

A:
For each award that is outstanding immediately prior to the effective time of the merger, at the effective time of the merger:

each Genomic Health RSU award held by a non-employee director will become fully vested and canceled in exchange for the merger consideration;

each Genomic Health RSU award not held by a non-employee director will be converted into an Exact Sciences RSU award subject to the same terms and conditions applicable to such award prior to the effective time of the merger, provided that upon a qualifying termination within 18 months following the effective time of the merger, such Exact Sciences RSU award will vest either in full or with respect to the portion that is scheduled to vest during the 12 month period

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      immediately following the date of the qualifying termination, depending on the holder's participation in the Executive Severance Plans;

    each Genomic Health stock option held by a non-employee director and each vested Genomic Health stock option held by an individual other than a non-employee director will be canceled in consideration for the right to receive the merger consideration in respect of each net option share; and

    each unvested Genomic Health stock option not held by a non-executive director will be converted into an Exact Sciences stock option subject to the same terms and conditions applicable to such award prior to the effective time of the merger, provided that upon a qualifying termination within 18 months following the effective time of the merger, such Exact Sciences stock option will vest either in full or with respect to the portion that is scheduled to vest during the 12 month period immediately following the date of the qualifying termination, depending on the holder's participation in the Executive Severance Plans.

Q:
What will happen to the Genomic Health Employee Stock Purchase Plan?

A:
The merger agreement provides that the current June 1, 2019 to November 29, 2019 offering period ongoing as of the date of the merger agreement will be the final offering period under the Genomic Health Employee Stock Purchase Plan, which is referred to as the ESPP, and that each ESPP participant's accumulated contributions under the ESPP will be used to purchase shares of Genomic Health common stock in accordance with the ESPP on the earlier of (i) November 29, 2019 and (ii) the trading date that is four business days prior to the closing date. The merger agreement also provides that (A) no additional purchase rights will be granted under the ESPP, (B) participants in the ESPP will be prohibited from increasing their payroll deductions from those in effect on the date of the merger agreement, (C) no individual may make separate non-payroll contributions to the ESPP, (D) no new individual may commence participation in the ESPP and (E) the ESPP will be terminated immediately prior to the effective time of the merger.

Q:
Whom should I contact if I have any questions about the proxy materials or voting?

A:
If you have any questions about the proxy materials, or if you need assistance submitting your proxy or voting your shares or need additional copies of this proxy statement/prospectus or the enclosed proxy card, you should contact Georgeson LLC, the proxy solicitation agent for Genomic Health, at (800) 509-0917 (toll-free).

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SUMMARY

        This summary highlights selected information contained in this proxy statement/prospectus and does not contain all the information that may be important to you. Exact Sciences and Genomic Health urge you to read carefully this proxy statement/prospectus in its entirety, including the annexes. Additional, important information, which Exact Sciences and Genomic Health also urge you to read, is contained in the documents incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 160. All references in this proxy statement/prospectus to Exact Sciences refer to Exact Sciences Corporation, a Delaware corporation, and/or its consolidated subsidiaries, unless the context requires otherwise, all references to Genomic Health refer to Genomic Health, Inc., a Delaware corporation, and/or its consolidated subsidiaries, unless the context requires otherwise, and all references to the merger agreement are to the Agreement and Plan of Merger, dated as of July 28, 2019, by and among Exact Sciences Corporation, Spring Acquisition Corp. and Genomic Health, Inc., as it may be amended, a copy of which is attached as Annex A to this proxy statement/prospectus.

The Parties

Exact Sciences

        Exact Sciences is a molecular diagnostics company focused on the early detection and prevention of some of the deadliest forms of cancer. Exact Sciences has developed an accurate, non-invasive, patient-friendly screening test called Cologuard® for the early detection of colorectal cancer and pre-cancer, and it is currently working on the development of additional tests for other types of cancer, with the goal of becoming a leader in cancer screening and diagnostics.

        Exact Sciences' Cologuard test is a non-invasive stool-based DNA screening test that utilizes a multi-target approach to detect DNA and hemoglobin biomarkers associated with colorectal cancer and pre-cancer. Cologuard targets biomarkers that have been shown to be strongly associated with colorectal cancer and pre-cancer. Methylation, mutation, and hemoglobin results are combined in the laboratory analysis through a proprietary algorithm to provide a single positive or negative reportable result. In September 2019, the U.S. Food and Drug Administration expanded Cologuard's indication to include average-risk individuals ages 45-49. Cologuard is now indicated for average risk adults 45 years of age and older.

        Exact Sciences' commercialization strategy includes three main elements focusing on physicians, patients, and payers. Exact Sciences' sales team actively engages with physicians and their staffs to emphasize the need for colorectal cancer screening, educate them on the value of Cologuard and facilitate their ability to order the test. Exact Sciences focuses on specific physicians based on a combination of Cologuard order history and ordering potential, while also focusing on physician groups and larger regional and national health systems. Exact Sciences also focuses on receiving adequate reimbursement from government insurance plans, managed care organizations and private insurance plans. In addition to Medicare reimbursement, Exact Sciences seeks to secure favorable coverage and in-network reimbursement agreements from commercial payers.

        Exact Sciences' principal executive offices are located at 441 Charmany Drive, Madison, Wisconsin 53719 and its telephone number is (608) 535-8815. Exact Sciences' website address is www.exactsciences.com. Information contained on Exact Sciences' website does not constitute part of this proxy statement/prospectus. Exact Sciences common stock is publicly traded on The Nasdaq Stock Market LLC under the ticker symbol "EXAS." Additional information about Exact Sciences is included in documents incorporated by reference in this proxy statement/prospectus. Please see the section entitled "Where You Can Find More Information" beginning on page 160.

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Genomic Health

        Genomic Health is a global provider of genomic-based diagnostic tests that address both the overtreatment and optimal treatment of early and late stage cancer, two of the greatest issues in healthcare today. With Genomic Health's Oncotype IQ Genomic Intelligence Platform, Genomic Health is applying its world-class scientific and commercial expertise and infrastructure to lead the translation of clinical and genomic data into clinically actionable results for treatment planning throughout the cancer patient's journey, from diagnosis to treatment selection and monitoring. Genomic Health's Oncotype IQ Genomic Intelligence Platform is currently comprised of Genomic Health's flagship line of Oncotype DX gene expression tests for breast, prostate and colon cancers, as well as Genomic Health's expanded platform of a liquid-based test, Oncotype DX AR-V7 Nucleus Detect test for advanced stage prostate cancer.

        Genomic Health's principal executive offices are located at 301 Penobscot Drive, Redwood City, California 94063 and its telephone number is (650) 556-9300. Genomic Health's website address is www.genomichealth.com. Information contained on Genomic Health's website does not constitute part of this proxy statement/prospectus. Genomic Health common stock is publicly traded on The Nasdaq Stock Market LLC under the ticker symbol "GHDX." Additional information about Genomic Health is included in documents incorporated by reference in this proxy statement/prospectus. Please see the section entitled "Where You Can Find More Information" beginning on page 160.

Spring Acquisition Corp.

        Spring Acquisition Corp, a wholly owned subsidiary of Exact Sciences, is a Delaware corporation incorporated on July 26, 2019 for the purpose of effecting the merger. Spring Acquisition Corp. has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement. The principal executive offices of Spring Acquisition Corp. are located at 441 Charmany Drive, Madison, Wisconsin 53719 and its telephone number is (608) 535-8815.

The Merger

        A summary of the terms and conditions of the merger are contained in the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus. We encourage you to read the merger agreement carefully and in its entirety, as it is the legal document that governs the merger.

        On July 28, 2019, Exact Sciences, Genomic Health and Merger Sub entered into the merger agreement, which provides that, subject to the terms and conditions of the merger agreement and in accordance with the DGCL, Merger Sub will merge with and into Genomic Health, with Genomic Health continuing as the surviving corporation and a wholly owned subsidiary of Exact Sciences.

Merger Consideration

        At the completion of the merger, each share of Genomic Health common stock issued and outstanding immediately prior to the completion of the merger (other than (1) shares held by Genomic Health as treasury stock, Exact Sciences, or any subsidiaries of Genomic Health or Exact Sciences and (2) shares held by a holder who has properly exercised and perfected (and not effectively withdrawn or lost) such holder's demand for appraisal rights under the DGCL, both of which are collectively referred to herein as excluded shares) will be converted into the right to receive (a) $27.50 in cash, without interest, which is referred to as the cash consideration, plus (b) a fraction of a share of Exact Sciences common stock equal to the quotient obtained by dividing $44.50 by the average of the volume-weighted average prices per share of Exact Sciences common stock on Nasdaq (as reported by Bloomberg L.P. or, if not reported on Bloomberg L.P., in another authoritative source mutually selected by Genomic Health and Exact Sciences) on each of the 15 consecutive trading days ending with the trading day immediately prior to the closing date, which is referred to as the Exact Sciences stock price, subject to

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adjustment based on a two-way collar mechanism described below, which is referred to as the stock consideration. The cash and Exact Sciences stock payable in exchange for each such share of Genomic Health common stock are collectively referred to as the merger consideration. The fraction of a share of Exact Sciences common stock into which each share of Genomic Health common stock (other than excluded shares) will be converted is referred to as the exchange ratio. The exchange ratio will be calculated based upon the Exact Sciences stock price. If the Exact Sciences stock price is greater than $98.79 but less than $120.75, the exchange ratio will be equal to the quotient of (i) $44.50 divided by (ii) the Exact Sciences stock price. If the Exact Sciences stock price is equal to or less than $98.79 or equal to or greater than $120.75, then a two-way collar mechanism will apply, pursuant to which (x) if the Exact Sciences stock price is equal to or greater than $120.75, the exchange ratio will be fixed at 0.36854 and (y) if the Exact Sciences stock price is equal to or less than $98.79, the exchange ratio will be fixed at 0.45043. Upon the completion of the merger, based on minimum and maximum exchange ratios of 0.36854 and 0.45043, the estimated number of shares of Exact Sciences common stock issuable as a portion of the merger consideration is between 14.2 million shares and 17.4 million shares, which will result in former Genomic Health stockholders holding approximately 8.7% to 10.4% of the outstanding fully diluted Exact Sciences common stock, based on the number of outstanding shares of common stock and outstanding stock-based awards of Genomic Health and Exact Sciences as of September 20, 2019 and assuming a closing date of September 20, 2019. For more details on the shares of Exact Sciences common stock and other consideration to be received by Genomic Health stockholders, see "The Merger Agreement—Merger Consideration" beginning on page 88.

        All fractional shares of Exact Sciences common stock that would otherwise be issued to a Genomic Health stockholder of record as part of the merger consideration will be aggregated to create whole shares of Exact Sciences common stock that will be issued to Genomic Health stockholders as part of the merger consideration. If a fractional share of Exact Sciences common stock remains payable to a Genomic Health stockholder of record after aggregating all fractional shares of Exact Sciences common stock payable to such Genomic Health stockholder, then such stockholder will be paid, in lieu of such remaining fractional share of Exact Sciences common stock, an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (1) the amount of the fractional share interest in a share of Exact Sciences common stock to which such holder would otherwise be entitled (rounded to five decimal places) and (2) the Exact Sciences stock price.

Treatment of Genomic Health Equity Awards

    Director Restricted Stock Unit Awards.  At the effective time of the merger, each Genomic Health RSU award held by a non-employee director that is outstanding immediately prior to the effective time of the merger will, to the extent not vested, become fully vested and canceled in consideration for the right to receive the merger consideration in respect of each underlying share of Genomic Health common stock.

    Employee Restricted Stock Unit Awards.  At the effective time of the merger, each Genomic Health RSU award not held by a non-employee director that is outstanding immediately prior to the effective time of the merger will be converted into a restricted stock unit award of Exact Sciences subject to the same terms and conditions, provided that, in the event the holder experiences a qualifying termination upon or within 18 months following the effective time of the merger, the converted award will accelerate and immediately become vested (i) in full if the holder is a participant in Genomic Health's Severance Plans for Executive Management or (ii) with respect to the portion of the award that is scheduled to vest during the 12 month period immediately following the date of the qualifying termination if the holder is not a participant in Genomic Health's Severance Plans for Executive Management.

    Director Options.  At the effective time of the merger, each Genomic Health stock option held by a non-employee director, whether vested or unvested, that is outstanding immediately prior to

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      the effective time of the merger will be canceled and converted into the right to receive the merger consideration in respect of each net option share subject to such stock option.

    Vested Employee Options.  At the effective time of the merger, each vested Genomic Health stock option not held by a non-employee director that is outstanding immediately prior to the effective time of the merger will be canceled and converted into the right to receive the merger consideration in respect of each net option share subject to such stock option.

    Unvested Employee Options.  At the effective time of the merger, each unvested Genomic Health stock option not held by a non-employee director that is outstanding immediately prior to the effective time of the merger will be converted into an Exact Sciences stock option, subject to the same terms and conditions, provided that, in the event the holder experiences a qualifying termination upon or within 18 months following the effective time of the merger, the converted stock option will accelerate and immediately become vested (i) in full if the holder is a participant in Genomic Health's Severance Plans for Executive Management or (ii) with respect to the portion of such award that is scheduled to vest during the 12 month period immediately following the date of the qualifying termination if the holder is not a participant in Genomic Health's Severance Plans for Executive Management.

        The merger agreement provides that the current June 1, 2019 to November 29, 2019 offering period ongoing as of the date of the merger agreement will be the final offering period under the ESPP, and that each ESPP participant's accumulated contributions under the ESPP will be used to purchase shares of Genomic Health common stock in accordance with the ESPP on the earlier of (i) the end of the offering period and (ii) the trading date that is four business days prior to the closing date. The merger agreement also provides that (A) no additional purchase rights will be granted under the ESPP, (B) participants in the ESPP will be prohibited from increasing their payroll deductions from those in effect on the date of the merger agreement, (C) no individual may make separate non-payroll contributions to the ESPP, (D) no new individual may commence participation in the ESPP and (E) the ESPP will be terminated immediately prior to the effective time of the merger.

Recommendation of the Genomic Health Board of Directors

        After careful consideration of various factors described in "The Merger—Genomic Health Board of Directors' Recommendation and Reasons for the Merger" beginning on page 57, the Genomic Health Board unanimously recommends that holders of common stock vote:

    "FOR" the merger proposal;

    "FOR" the merger-related compensation proposal; and

    "FOR" the adjournment proposal.

Opinion of Genomic Health's Financial Advisor

        Goldman Sachs & Co. LLC, which is referred to as Goldman Sachs, delivered its opinion to the Genomic Health Board that, as of July 28, 2019 and based upon and subject to the factors and assumptions set forth therein, the aggregate of $27.50 in cash and the shares of Exact Sciences common stock equal to the exchange ratio to be paid to the holders (other than Exact Sciences and its affiliates) of shares of Genomic Health common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

        The full text of the written opinion of Goldman Sachs, dated July 28, 2019, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this proxy statement/prospectus as Annex E. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Genomic

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Health Board in connection with its consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any holder of Genomic Health common stock should vote with respect to the merger or any other matter.

Interests of Certain Persons in the Merger

        In considering the recommendation of the Genomic Health Board that you vote to adopt the merger agreement, you should be aware that Genomic Health's directors and executive officers have interests in the merger that are different from, or in addition to, those of Genomic Health stockholders generally. These interests include:

    Each of Genomic Health's directors and executive officers holds outstanding Genomic Health equity awards which will be subject to the following treatment:

    Restricted Stock Unit Awards. At the effective time of the merger, (i) each Genomic Health RSU award held by a non-employee director that is outstanding immediately prior to the effective time of the merger will become fully vested and canceled in consideration for the right to receive the merger consideration, and (ii) each Genomic Health RSU award that is held by an executive officer that is outstanding immediately prior to the effective time of the merger will be assumed by Exact Sciences and converted into a restricted stock unit award of Exact Sciences subject to the same terms and conditions, provided that the award will accelerate and immediately vest in full in the event that an executive officer is terminated without "cause" or resigns for "good reason" pursuant to the terms of Genomic Health's Severance Plans for Executive Management.

    Options. At the effective time of the merger, (i) each Genomic Health stock option held by a non-employee director that is outstanding immediately prior to the effective time of the merger and each vested Genomic Health stock option held by an executive officer that is outstanding immediately prior to the effective time of the merger will be canceled in consideration for the right to receive the merger consideration in respect of each net option share, and (ii) each unvested Genomic Health stock option held by an executive officer that is outstanding immediately prior to the effective time of the merger will be assumed by Exact Sciences and converted into an Exact Sciences option subject to the same terms and conditions as the Genomic Health stock option, provided that the option will accelerate and immediately vest in full in the event that an executive officer is terminated without "cause" or resigns for "good reason" pursuant to the terms of Genomic Health's Severance Plans for Executive Management.

    Each of Genomic Health's executive officers is a participant in one of Genomic Health's Severance Plans for Executive Management, which provide that, in the event the executive officer is terminated without cause or resigns for good reason within the period beginning with the execution of a definitive agreement that results in a change in control within 3 months and ending 18 months following a change in control, he or she will be entitled to (i) an amount equal to either 250% or 150% of their base salary and target annual bonus, (ii) a pro-rated bonus at target performance, (iii) benefits continuation for either 24 or 18 months, (iv) full accelerated vesting of all outstanding equity awards and (v) accrued and unpaid compensation.

        Members of the Genomic Health Board were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to Genomic Health stockholders that the merger agreement be adopted. For more information, see the sections entitled "The Merger—Background of the Merger" beginning on page 46 and "The Merger—Genomic Health Board of Directors' Recommendation and Reasons for the Merger" beginning on page 57. These interests are described in more detail below and in the section entitled "The Merger—Interests of Certain Persons in the Merger" beginning on page 75.

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Information about the Genomic Health Stockholders' Meeting

Time, Place and Purpose of the Special Meeting

        The special meeting to consider and vote upon the adoption of the merger agreement and related matters, which is referred to as the special meeting, will be held at [    ·    ], Pacific Time, on [    ·    ], 2019 at [    ·    ].

        At the special meeting, the stockholders will be asked to consider and vote upon (1) the merger proposal, (2) the merger-related compensation proposal and (3) the adjournment proposal.

Record Date and Quorum

        You are entitled to receive notice of, and to vote at, the special meeting if you are an owner of record of shares of Genomic Health common stock as of the close of business on [    ·    ], 2019, the record date. On the record date, there were [    ·    ] shares of Genomic Health common stock outstanding and entitled to vote. Stockholders will have one vote on all matters properly coming before the special meeting for each share of common stock owned by such stockholders on the record date.

        The Genomic Health bylaws provide that the holders of a majority of the shares of common stock issued and outstanding and entitled to vote, present in person or represented in proxy, will constitute a quorum for the transaction of business at the special meeting.

Vote Required

        The merger proposal requires the affirmative vote of holders of a majority of the shares of Genomic Health common stock outstanding and entitled to vote (in person or by proxy) at the special meeting. If a Genomic Health stockholder present in person at the special meeting abstains from voting, responds by proxy with an "abstain" vote, is not present in person at the special meeting and does not respond by proxy or does not provide their bank, brokerage firm or other nominee with instructions, as applicable, it will have the effect of a vote cast "AGAINST" such proposal.

        The merger-related compensation proposal requires the affirmative vote of holders of a majority of the shares of Genomic Health common stock represented (in person or by proxy) at the special meeting and entitled to vote on the proposal, assuming a quorum. If a Genomic Health stockholder present in person at the special meeting abstains from voting, or responds by proxy with an "abstain" vote, it will have the same effect as a vote cast "AGAINST" for such proposal. If a stockholder is not present in person at the special meeting and does not respond by proxy or does not provide their bank, brokerage firm or other nominee with instructions, as applicable, it will have no effect on the outcome of the merger-related compensation proposal (assuming a quorum is present).

        The adjournment proposal requires the affirmative vote of holders of a majority of the shares of Genomic Health common stock represented (in person or by proxy) at the special meeting and entitled to vote on the proposal, regardless of whether a quorum is present. If a Genomic Health stockholder present in person at the special meeting abstains from voting, or responds by proxy with an "abstain" vote, it will have the same effect as a vote cast "AGAINST" for such proposal. If a stockholder is not present in person at the special meeting and does not respond by proxy or does not provide their bank, brokerage firm or other nominee with instructions, as applicable, it will have no effect on the vote count for such proposal (regardless of whether a quorum is present).

Proxies and Revocations

        Each stockholder of record entitled to vote at the special meeting may submit a proxy by telephone, over the Internet, by properly executing and delivering the enclosed proxy card in the accompanying prepaid reply envelope or may vote in person by appearing at the special meeting. If

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your shares of common stock are held in "street name" through a bank, brokerage firm or other nominee, you should instruct your bank, brokerage firm or other nominee on how to vote your shares of common stock using the instructions provided by your bank, brokerage firm or other nominee.

        If you are a record holder, you may change or revoke your vote before your proxy is voted at the special meeting as described herein. You may do this in one of the following four ways: (1) by duly submitting a subsequently dated proxy relating to the same shares of Genomic Health common stock by telephone or via the Internet (i.e., your most recent duly submitted voting instructions will be followed); (2) by sending to Genomic Health's Secretary (at Genomic Health's principal executive offices) a signed written notice of revocation bearing a later date than the proxy, stating that the proxy is revoked; (3) by submitting a properly completed proxy card relating to the same shares of Genomic Health common stock with a later date; or (4) by attending the special meeting and voting in person. If you choose any of the first three methods, you must take the described action no later than the beginning of the special meeting. For more information on revocations of proxies, see "The Special Meeting—Revocability of Proxies" beginning on page 117.

Voting by Genomic Health's Directors and Executive Officers

        At the close of business on September 20, 2019, the most recent practicable date for which such information was available, Genomic Health directors and executive officers and their affiliates were entitled to vote 9,791,074 shares of Genomic Health common stock. The number and percentage of shares of Genomic Health common stock owned by directors and executive officers of Genomic Health and their affiliates as of the record date are not expected to be meaningfully different from the number and percentage as of September 20, 2019. Genomic Health currently expects its directors and executive officers to vote their shares in favor of all proposals to be voted on at the special meeting, but no director or executive officer has entered into any agreement obligating him or her to do so other than Julian C. Baker and Felix J. Baker, who have entered into voting agreements. The number of shares reflected above does not include shares underlying outstanding RSU awards or stock options. For information with respect to RSU awards and stock options, see "The Merger Agreement—Treatment of Genomic Health Equity Awards" beginning on page 90. For information with respect to the voting agreements, see "The Merger—Voting Agreements" beginning on page 81.

Voting Agreements

        Concurrently with the execution of the merger agreement, Felix J. Baker and Julian C. Baker, directors of Genomic Health, and certain funds advised by an entity affiliated with Felix J. Baker and Julian C. Baker, entered into voting agreements with Exact Sciences pursuant to which, among other things and subject to the terms and conditions therein, such stockholders agreed, in their capacities as holders of shares of Genomic Health common stock, to vote all shares of Genomic Health common stock beneficially owned by such stockholders at the time of the stockholder vote on the merger in favor of adoption of the merger agreement and the approval of the transactions contemplated by the merger agreement, including the merger, and any other matter necessary to consummate such transactions, and not to vote in favor of, or tender their shares of Genomic Health common stock into, any competing offer or acquisition proposal. In addition, each stockholder party to any such voting agreement waived appraisal rights and provided an irrevocable proxy to Exact Sciences to vote in favor of the merger, including by voting for the adoption of the merger agreement. As of September 20, 2019, approximately 25.1% of the outstanding shares of Genomic Health common stock are subject to the voting agreements described herein.

Regulatory Approvals

        Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division of

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the United States Department of Justice, which is referred to as the Antitrust Division, and the United States Federal Trade Commission, which is referred to as the FTC, and all statutory waiting period requirements have been satisfied. Completion of the merger is subject to the expiration or earlier termination of the applicable waiting period under the HSR Act. Exact Sciences and Genomic Health each filed their respective HSR Act notification forms on August 9, 2019. The required 30-day waiting period under the HSR Act expired at 11:59 p.m., Eastern time, on September 9, 2019.

        There can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

        See "The Merger—Regulatory Approvals" beginning on page 81.

Conditions to Completion of the Merger

        In addition to the approval of the merger proposal by Genomic Health stockholders and the expiration or termination of the applicable waiting period under the HSR Act, each party's obligation to complete the merger is also subject to the satisfaction or waiver (to the extent permitted under applicable law) of certain other conditions, including the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part (and the absence of any stop order, or pending proceedings seeking a stop order, by the SEC), approval of the listing on Nasdaq of the Exact Sciences common stock to be used for a portion of the merger consideration, the absence of an injunction or law that has the effect of enjoining or otherwise prohibiting the merger, the accuracy of the representations and warranties of the parties under the merger agreement (subject to the materiality standards set forth in the merger agreement), the performance by the parties of their respective covenants and obligations under the merger agreement in all material respects and delivery of officer certificates by the parties certifying satisfaction of certain of the conditions described above.

        The parties expect to complete the merger after all of the conditions to the merger in the merger agreement are satisfied or waived. For a more complete description of the conditions to the merger, see "The Merger Agreement—Conditions to the Merger" beginning on page 107.

Timing of the Merger

        The transaction is expected to be completed by the end of 2019. Neither Exact Sciences nor Genomic Health can predict, however, the actual date on which the transaction will be completed because it is subject to conditions beyond each company's control, including obtaining the necessary regulatory approvals. For a more complete description of the conditions to the merger, see "The Merger Agreement—Conditions to the Merger" beginning on page 107.

No Solicitation

        As more fully described in this proxy statement/prospectus and in the merger agreement, and subject to the exceptions summarized below, Genomic Health has agreed that between July 28, 2019 and the earlier of the completion of the merger and the termination of the merger agreement (1) it, its subsidiaries and its and their respective officers and directors will immediately cease and terminate, and will use reasonable best efforts to cause its and their respective other representatives to immediately cease and terminate all existing discussions, negotiations and communications with any person or entity with respect to any "acquisition proposal" (as defined in the merger agreement), involving Genomic Health, including proposals to acquire 15% or more of the Genomic Health voting power, consolidated assets, revenues or net income; (2) Genomic Health will not, and will not authorize, and will use its reasonable best efforts not to permit any of its representatives to, directly or indirectly, initiate, seek, solicit, knowingly facilitate, knowingly encourage or knowingly induce or knowingly take any other action reasonably expected to lead to an acquisition proposal, engage in negotiations or discussions with or provide any non-public information or non-public data to any person or entity relating to or for

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the purpose of encouraging or facilitating an acquisition proposal or grant any waiver or release under any standstill, confidentiality or other similar agreement (unless the Genomic Health Board determines in good faith that the failure to grant such waiver or release would be inconsistent with its fiduciary duties under applicable law); (3) Genomic Health will not provide access (and will terminate any such access) to any third party to any data room containing any information of Genomic Health or any of its subsidiaries; and (4) Genomic Health will demand the return or destruction of all confidential, non-public information and materials that have been provided to third parties that have entered into confidentiality agreements relating to a possible acquisition proposal with Genomic Health or any of its subsidiaries since July 1, 2018.

        The merger agreement includes certain exceptions to the non-solicitation covenant such that, prior to obtaining the stockholder approval, Genomic Health may participate in discussions and negotiations concerning such acquisition proposal if the Genomic Health Board determines in good faith, after consultation with outside financial advisors and outside legal counsel, that such acquisition proposal constitutes or is reasonably likely to constitute or result in a "superior proposal" (as defined in the merger agreement). Also, the Genomic Health Board may, subject to complying with certain specified procedures, including providing Exact Sciences with a good faith opportunity to negotiate and, in certain circumstances, payment of a termination fee as described below, (1) change its recommendation in favor of the merger and the other transactions contemplated by the merger agreement, or terminate the merger agreement in order to enter into a definitive agreement regarding an unsolicited acquisition proposal that is determined to be a superior proposal, or (2) change its recommendation in favor of the merger and the other transactions contemplated by the merger agreement in response to an "intervening event" (as defined in the merger agreement) that becomes known after the date of the merger agreement but prior to the Genomic Health stockholder approval, in each case, to the extent failure to do so would be inconsistent with its fiduciary duties under applicable law.

        For a more complete description of the limitations on solicitation of acquisition proposals from third parties and the ability of the Genomic Health Board to change its recommendation for the transaction, see "The Merger Agreement—Covenants and Agreements—No Solicitation" beginning on page 101.

Termination of the Merger Agreement; Termination Fee

        The merger agreement may be terminated by mutual written consent of Exact Sciences and Genomic Health at any time prior to the closing. In addition, the merger agreement may be terminated as follows:

    by either Exact Sciences or Genomic Health if:

    the merger has not been completed on or before 5:00 p.m. (New York time) on April 28, 2020 (subject to extension through July 28, 2020, if all conditions other than the antitrust-related condition are or would be satisfied as of such date), which is referred to as the termination date, except where the party seeking to terminate this agreement for this reason has committed a material breach of any of its obligations under the merger agreement and such material breach was the principal cause of or principally resulted in the failure of the completion of the merger on or before such date, which termination right is referred to as the end date termination right;

    any governmental authority has issued or entered any restraint that would permanently restrain, enjoin or otherwise prohibit the completion of the merger, and the imposition of such restraint has become final and nonappealable, except where the party seeking to terminate this agreement for this reason has committed a material breach of its obligations under the merger agreement to cause the consummation of the merger and such material breach was the principal cause of or principally resulted in issuance of such restraint;

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      the stockholder approval has not been obtained at the special meeting or at any adjournment or postponement of such meeting; or

      the other party breaches or fails to perform any of its representations, warranties, covenants or other agreements in the merger agreement, which breach or failure to perform would result in the failure of a condition related to the accuracy of the other party's representations and warranties or performance of covenants in the merger agreement, subject to certain materiality thresholds and rights to cure and other limitations (this termination right is referred to as the breach termination right);

    by Genomic Health if prior to stockholder approval, Genomic Health enters into a definitive agreement with respect to a superior proposal, as described further in "The Merger Agreement—Covenants and Agreements—No Solicitation" beginning on page 101, provided that Genomic Health pays to Exact Sciences the termination fee; or

    by Exact Sciences if prior to stockholder approval, Genomic Health (1) makes an adverse recommendation change, as described further in "The Merger Agreement—Termination" beginning on page 109, or fails to include in this proxy statement/prospectus the Genomic Health Board's recommendation for the merger, or (2) fails to publicly reaffirm the Genomic Health Board's recommendation for the merger within 10 business days of public announcement of certain competing acquisition proposals, or fails to recommend against an acquisition proposal in the form of a tender or exchange offer within 10 business days of commencement of such offer (this termination right is referred to as the recommendation change termination right).

        If the merger agreement is terminated as described above, the merger agreement will be null and void and of no effect, without liability on the part of any party and each party's rights and obligations will cease, subject to certain exceptions, including that:

    no termination will relieve any party of any liability or damages resulting from any knowing and intentional breach of its obligations under the merger agreement prior to such termination or fraud in the making of the representations and warranties set forth in the merger agreement; and

    the confidentiality agreement entered into by Exact Sciences and Genomic Health in connection with entering into the merger, the effect of termination, termination fees, amendment, extensions and waiver provisions and certain general provisions of the merger agreement, including provisions relating to interpretation and construction, will survive any termination of the merger agreement.

        The merger agreement provides for payment of a termination fee by Genomic Health to Exact Sciences of $92.4 million in connection with a termination of the merger agreement under the following circumstances:

    if (1) Exact Sciences terminates the merger agreement pursuant to the breach termination right or (2) either party terminates the merger agreement pursuant to the end date termination right or failure of Genomic Health to obtain the stockholder approval, and, in any such case, after the execution of the merger agreement and prior to the termination, an acquisition proposal (with regard to 50% or more of the voting power, consolidated assets, revenues or net income of Genomic Health) is publicly disclosed or, in certain circumstances, otherwise made known to the Genomic Health Board and not withdrawn (publicly, if publicly disclosed) and Genomic Health consummates an acquisition proposal or enters into a definitive agreement with respect to any acquisition proposal within 12 months of the termination that is subsequently consummated;

    if Genomic Health terminates the merger agreement in order to enter into a definitive agreement with respect to a superior proposal; or

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    if Exact Sciences terminates the merger agreement pursuant to the recommendation change termination right.

        In no event will the termination fee be payable more than once.

        For a more complete description of each party's termination rights and the related termination fee obligations, see "The Merger Agreement—Termination" beginning on page 109 and "The Merger Agreement—Termination Fee" beginning on page 111.

Appraisal Rights of Genomic Health Stockholders

        Under the DGCL, if the merger is completed, record holders of Genomic Health common stock who do not vote in favor of the merger proposal and who otherwise properly exercise and perfect their appraisal rights will be entitled to seek appraisal for, and obtain payment in cash for the judicially determined fair value of, their shares of common stock, in lieu of receiving the merger consideration. The "fair value" could be higher or lower than, or the same as, the merger consideration. The relevant provisions of the DGCL are included as Annex F to this proxy statement/prospectus. Genomic Health stockholders are encouraged to read these provisions carefully and in their entirety. Moreover, due to the complexity of the procedures for exercising and perfecting the right to seek appraisal, Genomic Health stockholders who are considering exercising and perfecting that right are encouraged to seek the advice of legal counsel. Failure to comply strictly with these provisions may result in loss of the right of appraisal. For a more complete description of Genomic Health stockholders' appraisal rights, see "Appraisal Rights" beginning on page 155.

U.S. Federal Income Tax Consequences

        The exchange of Genomic Health common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder (as defined in "The Merger—U.S. Federal Income Tax Consequences" beginning on page 82) of Genomic Health common stock who receives the merger consideration in exchange for such U.S. holder's shares of Genomic Health common stock pursuant to the merger will recognize gain or loss in an amount equal to the difference, if any, between (1) the sum of the fair market value of the Exact Sciences common stock and the amount of cash, including cash in lieu of a fractional share of Exact Sciences common stock, received in the merger and (2) such U.S. holder's adjusted tax basis in the shares of Genomic Health common stock exchanged therefor.

        A stockholder that is a non-U.S. holder (as defined in "The Merger—U.S. Federal Income Tax Consequences") will generally not be subject to U.S. federal income tax with respect to the exchange of Genomic Health common stock pursuant to the merger unless such non-U.S. holder has certain connections to the United States, but may be subject to backup withholding tax unless the non-U.S. holder complies with certain certification procedures or otherwise establishes a valid exemption from backup withholding tax.

        In certain circumstances, as the result of application of Section 304 of the Internal Revenue Code of 1986, which is referred to as the Code, a holder of Genomic Health common stock could be treated as receiving a dividend in an amount up to the cash consideration received by such holder in the merger. As a result of the possibility of such deemed dividend treatment, a non-U.S. holder of Genomic Health common stock may be subject to U.S. withholding tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) with respect to the cash consideration received in the merger. Holders of Genomic Health common stock should consult their own tax advisors regarding the potential application of Section 304 of the Code to the merger.

        For a more complete description of the U.S. federal income tax consequences of the merger, see "The Merger—U.S. Federal Income Tax Consequences" beginning on page 82.

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        This proxy statement/prospectus contains a discussion of the material U.S. federal income tax consequences of the merger. This discussion does not address any non-U.S. tax consequences, nor does it pertain to state or local income or other tax consequences. You should consult your own tax advisors regarding the particular U.S. federal income tax consequences of the merger to you in light of your particular circumstances, as well as the particular tax consequences to you of the merger under any state, local or non-U.S. income or other tax laws.

Accounting Treatment

        Exact Sciences prepares its financial statements in accordance with accounting principles generally accepted in the United States, which are referred to as GAAP. The merger will be accounted for as an acquisition of Genomic Health by Exact Sciences under the acquisition method of accounting in accordance with GAAP. Exact Sciences will be treated as the acquirer for accounting purposes.

Litigation Relating to the Merger

        Beginning on September 4, 2019, four actions were filed by purported stockholders of Genomic Health in federal courts in California and Delaware, captioned Wang v. Genomic Health, Inc., et al., Case No. 3:19-cv-05556 (N.D. Cal), Seligman v. Genomic Health, Inc., et al., Case No. 3:19-cv-05710 (N.D. Cal), Rice v. Genomic Health, Inc. et al., Case No. 3:19-cv-05929, and Plumley v. Genomic Health, Inc., et al., Case No. 1:19-cv-01719 (D. Del.), alleging claims relating to the merger. The complaints name as defendants Genomic Health and the members of the Genomic Health Board, and the Seligman and Plumley actions also name as defendants Exact Sciences and Merger Sub. The complaints allege, among other things, claims under Section 14(a) and 20(a) of the Exchange Act asserting that the preliminary proxy statement filed by Genomic Health in connection with the merger is materially incomplete and misleading, and the Seligman complaint also alleges claims for breach of fiduciary duty relating to the merger. The Seligman, Plumley and Rice actions seek to allege claims on behalf of a putative class of stockholders of Genomic Health. The complaints purport to seek to enjoin the planned special meeting of Genomic Health's stockholders unless and until the allegedly missing material information is disclosed or, in the event the merger is consummated, to recover damages from the defendants. The defendants believe the claims asserted in these civil actions are without merit.

        For a more detailed description of litigation in connection with the merger, see "The Merger—Litigation Relating to the Merger" beginning on page 87.

Risk Factors

        You should consider all the information contained in or incorporated by reference into this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should carefully consider the risks that are described in the section entitled "Risk Factors" beginning on page 34.

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SELECTED HISTORICAL FINANCIAL DATA

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF EXACT SCIENCES

        The following table sets forth selected consolidated financial data of Exact Sciences. The selected historical consolidated financial data of Exact Sciences for the years ended December 31, 2018, 2017, and 2016 and as of December 31, 2018 and 2017 have been derived from Exact Sciences' historical audited consolidated financial statements contained in Exact Sciences' Annual Report on Form 10-K for the year ended December 31, 2018 incorporated by reference into this proxy statement/prospectus. The selected historical consolidated financial data for the years ended December 31, 2015 and 2014 and as of December 31, 2016, 2015 and 2014 have been derived from Exact Sciences' historical audited consolidated financial statements for such years, which have not been incorporated by reference into this proxy statement/prospectus. The selected historical condensed consolidated financial data for Exact Sciences as of and for the six months ended June 30, 2019 and 2018 have been derived from Exact Sciences' unaudited condensed consolidated financial statements contained in Exact Sciences' Quarterly Report on Form 10-Q for the quarter ended June 30, 2019, which is incorporated by reference into this proxy statement/prospectus. In the opinion of the management of Exact Sciences, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and results of operations at these dates and for these periods. Results of interim periods are not necessarily indicative of the results expected for a full year.

        The following selected consolidated financial data is only a summary and is not necessarily indicative of future results. Such financial data should be read together with, and is qualified in its entirety by reference to, Exact Sciences' "Management's Discussion and Analysis of Financial Condition

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and Results of Operations" and the unaudited and audited consolidated financial statements and notes thereto incorporated by reference into this proxy statement/prospectus.

 
  Six Months Ended
June 30,
  Years Ended December 31,  
(in thousands, except per share data)
  2019   2018   2018   2017   2016   2015   2014  
 
  Unaudited
   
   
   
   
   
 

Consolidated Statements of Operations Data:

                                           

Revenue

  $ 361,913   $ 193,190   $ 454,462   $ 265,989   $ 99,376   $ 39,437   $ 1,798  

Gross margin

    267,098     143,388     336,480     186,793     54,181     14,936     (2,527 )

Operating expenses:

                                           

Research and development

    62,219     29,647     68,210     42,139     33,473     33,914     28,669  

General and administrative

    127,764     75,132     178,293     109,040     76,898     57,950     30,435  

Sales and marketing

    179,129     107,839     249,448     153,924     112,826     82,140     38,908  

Total operating expenses

    369,112     212,618     495,951     305,103     223,197     174,004     98,012  

Loss from operations

    (102,014 )   (69,230 )   (159,471 )   (118,310 )   (169,016 )   (159,068 )   (100,539 )

Investment income

    14,324     8,590     21,203     3,932     2,018     1,271     542  

Interest expense

    (34,702 )   (15,113 )   (36,789 )   (206 )   (213 )   (6 )   (51 )

Net loss before tax

    (122,392 )   (75,753 )   (175,057 )   (114,584 )   (167,211 )   (157,803 )   (100,048 )

Income tax benefit (expense)

    913     (58 )   (92 )   187              

Net loss

  $ (121,479 ) $ (75,811 ) $ (175,149 ) $ (114,397 ) $ (167,211 ) $ (157,803 ) $ (100,048 )

Net loss per share—basic and diluted

  $ (0.95 ) $ (0.62 ) $ (1.43 ) $ (0.99 ) $ (1.63 ) $ (1.71 ) $ (1.25 )

Weighted average common shares outstanding—basic and diluted

    127,723     121,578     122,207     115,694     102,335     92,135     80,232  

 

 
  As of June 30,   As of December 31,  
(in thousands)
  2019   2018   2018   2017   2016   2015   2014  
 
  Unaudited
   
   
   
   
   
 

Consolidated Balance Sheets Data:

                                           

Cash and cash equivalents

  $ 205,058   $ 225,662   $ 160,430   $ 77,491   $ 48,921   $ 41,135   $ 58,131  

Marketable securities

    1,034,364     996,500     963,752     347,224     262,179     265,744     224,625  

Total assets

    1,781,943     1,482,652     1,524,022     598,560     377,040     364,030     312,824  

Total liabilities

    1,016,411     738,264     843,081     78,142     41,745     37,174     23,840  

Total stockholders' equity

    765,532     744,388     680,941     520,418     335,295     326,856     288,984  

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SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF GENOMIC HEALTH

        The following table sets forth selected consolidated financial data of Genomic Health. The selected consolidated balance sheet data at December 31, 2018 and 2017 and the selected consolidated statements of operations data for each year ended December 31, 2018, 2017 and 2016 have been derived from Genomic Health's audited consolidated financial statements that are included in Genomic Health's Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and incorporated by reference into this proxy statement/prospectus. The selected consolidated balance sheet data at June 30, 2018 has been derived from Genomic Health's unaudited condensed consolidated financial statements not included or incorporated by reference in this proxy statement/prospectus and the selected consolidated balance sheet data at December 31, 2016, 2015, and 2014 and the selected consolidated statements of operations data for the years ended December 31, 2015 and 2014 have been derived from Genomic Health's audited consolidated financial statements not included or incorporated by reference in this proxy statement/prospectus. The selected consolidated balance sheet data at June 30, 2019 and the selected consolidated statements of operations data for the six months ended June 30, 2019 and June 30, 2018 have been derived from Genomic Health's unaudited condensed consolidated financial statements that are included in Genomic Health's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2019 and incorporated by reference into this proxy statement/prospectus. In the opinion of the management of Genomic Health, the unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and results of operations at these dates and for these periods. Results of interim periods are not necessarily indicative of the results expected for a full year.

        The following selected consolidated financial data is only a summary and is not necessarily indicative of future results. Such financial data should be read together with, and is qualified in its entirety by reference to, Genomic Health's "Management's Discussion and Analysis of Financial

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Condition and Results of Operations" and the unaudited and audited consolidated financial statements and notes thereto incorporated by reference into this proxy statement/prospectus.

 
  Six Months Ended
June 30,
  Year Ended December 31,  
 
  2019   2018   2018   2017   2016   2015   2014  
 
  (In thousands, except per share data)
 

Consolidated Statements of Operations Data:

                                           

Revenues:

                                           

Product revenues

  $ 222,897   $ 188,244   $ 394,111   $ 340,451   $ 326,918   $ 287,458   $ 275,706  

Contract revenues

    12             299     950          

Total revenues(1)

    222,909     188,244     394,111     340,750     327,868     287,458     275,706  

Operating expenses(2):

                                           

Cost of product revenues

    34,681     33,116     64,326     54,718     58,828     55,135     50,129  

Research and development

    30,371     32,119     64,200     62,811     60,158     58,445     51,689  

Selling and marketing

    89,988     82,092     164,779     157,001     151,042     143,557     137,846  

General and administrative

    40,831     38,205     76,910     72,670     73,272     64,348     59,669  

Total operating expenses

    195,871     185,532     370,215     347,200     343,300     321,485     299,333  

Income (loss) from operations

    27,038     2,712     23,896     (6,450 )   (15,432 )   (34,027 )   (23,627 )

Interest income, net

    2,485     817     2,385     934     418     221     192  

Gain on sale of equity securities

                2,807     3,208          

Unrealized gain on equity securities

    148     1,410     875     7              

Other income (expense), net

    (78 )   61     (232 )   349     (732 )   (498 )   (764 )

Income (loss) before income taxes

    29,593     5,000     26,924     (2,353 )   (12,538 )   (34,304 )   (24,199 )

Income tax expense (benefit)

    607     458     1,247     1,504     1,381     (996 )   393  

Net income (loss)

  $ 28,986   $ 4,542   $ 25,677   $ (3,857 ) $ (13,919 ) $ (33,308 ) $ (24,592 )

Basic net income (loss) per share

  $ 0.79   $ 0.13   $ 0.72   $ (0.11 ) $ (0.42 ) $ (1.03 ) $ (0.78 )

Diluted net income (loss) per share

  $ 0.75   $ 0.12   $ 0.68   $ (0.11 ) $ (0.42 ) $ (1.03 ) $ (0.78 )

Weighted-average shares used in computing basic net income (loss) per share

    36,924     35,372     35,727     34,495     33,264     32,382     31,453  

Weighted-average shares used in computing diluted net income (loss) per share

    38,642     36,360     37,555     34,495     33,264     32,382     31,453  

(1)
Effective January 1, 2018, Genomic Health adopted the provisions of Accounting Standards Codification 606, Revenue from Contracts with Customers ("ASC 606"), utilizing the modified retrospective approach. Because Genomic Health utilized the modified retrospective approach, there was no impact to prior periods' reported amounts. The adoption of ASC 606 reduced revenue for the year ended December 31, 2018 by $648,000 from what it would have been under prior accounting standards.

(2)
Includes non-cash charges for employee stock based compensation expense of $21.1 million, $20.3 million, $18.3 million, $16.0 million and $16.5 million for the years ended December 31,

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    2018, 2017, 2016, 2015, and 2014, respectively and $12.8 million and $10.3 million for the six months ended June 30, 2019 and 2018, respectively.

 
  As of June 30,   At December 31,  
 
  2019   2018   2018   2017   2016   2015   2014  
 
  (In thousands, except per share data)
 

Consolidated Balance Sheet Data:

                                           

Cash, cash equivalents and marketable securities

  $ 243,809   $ 152,945   $ 209,794   $ 129,575   $ 96,989   $ 94,943   $ 103,660  

Working capital

    257,862     175,389     215,060     134,744     104,789     100,278     110,182  

Total assets

    426,163     269,016     334,372     231,617     201,114     184,617     185,921  

Accumulated deficit

    (207,449 )   (227,460 )   (206,325 )   (245,945 )   (242,088 )   (228,169 )   (194,861 )

Total stockholders' equity

    317,221     225,203     270,160     188,291     156,105     139,535     145,513  

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The following selected unaudited pro forma condensed combined financial information gives effect to the merger as described in the section entitled "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 120. The selected unaudited pro forma condensed combined financial information gives effect to the merger as if it had occurred on January 1, 2018, for statement of operations purposes, and on June 30, 2019, for balance sheet purposes. The selected unaudited pro forma condensed combined financial data presented below is based on, and should be read together with, the historical consolidated financial statements of Exact Sciences and Genomic Health that are contained in their respective filings with the SEC and incorporated by reference into this proxy statement/prospectus and the unaudited pro forma condensed combined financial statements that appear elsewhere in this proxy statement/prospectus. See "Where You Can Find More Information" and "Unaudited Pro Forma Condensed Combined Financial Statements."

        The unaudited pro forma condensed combined financial data is presented for illustrative purposes only and is not necessarily indicative of the actual or future financial position or results of operations that would have been realized if the merger had been completed as of the dates indicated or will be realized upon the completion of the merger.

Selected Unaudited Pro Forma Condensed Combined Statements of Operations Data
(In thousands except per share amounts):
  Six Months
Ended June 30,
2019
  Year Ended
December 31,
2018
 

Revenues

    584,822     848,573  

Loss from operations

    (110,976 )   (207,575 )

Loss before income tax provision

    (143,123 )   (241,336 )

Net income available to common shareholders

    (130,739 )   (220,306 )

Basic earnings per share

             

Net income per share available to common shareholders

    (0.91 )   (1.60 )

Diluted earnings per share

             

Net income per share available to common shareholders

    (0.91 )   (1.60 )

 

Selected Unaudited Pro Forma Condensed Combined Balance Sheet Data (In thousands):
  June 30, 2019  

Total assets

    3,904,389  

Total liabilities

    1,469,853  

Total stockholders' equity

    2,434,536  

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COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

        The following table sets forth for Exact Sciences common stock and Genomic Health common stock certain historical and unaudited pro forma consolidated and pro forma-equivalent per share financial information. The unaudited pro forma consolidated and pro forma-equivalent per share information gives effect to the proposed merger as if it had occurred on January 1, 2018. The information in the table is based on, and should be read together with, the historical financial information that Exact Sciences and Genomic Health have presented in their respective filings with the SEC and the pro forma financial information that appears elsewhere in this proxy statement/prospectus. See "Where You Can Find More Information" and "Unaudited Pro Forma Condensed Combined Financial Information on pages 160 and 120, respectively.

        The unaudited pro forma consolidated and pro forma-equivalent data is presented for illustrative purposes only and is not necessarily indicative of actual or future financial position or results of operations that would have been realized if the proposed merger had been completed as of the dates indicated or will be realized upon the completion of the proposed merger. Neither Exact Sciences nor Genomic Health declared or paid any dividends during the periods presented.

 
  Genomic Health
Common Stock
  Exact Sciences
Common Stock
 
 
  Historical   Pro Forma
Equivalent(1)
  Historical   Pro Forma
Combined
 

Net income per share available to common shareholders

                         

Year Ended December 31, 2018

                         

Basic

  $ 0.72   $ (0.64 ) $ (1.43 ) $ (1.60 )

Diluted

  $ 0.68   $ (0.64 ) $ (1.43 ) $ (1.60 )

Six Months Ended June 30, 2019

                         

Basic

  $ 0.79   $ (0.37 ) $ (0.95 ) $ (0.91 )

Diluted

  $ 0.75   $ (0.37 ) $ (0.95 ) $ (0.91 )

Book Value per Share

                         

Year Ended December 31, 2018

  $ 7.42     N/A   $ 5.53     N/A  

Six Months Ended June 30, 2019

  $ 8.51   $ 7.06   $ 6.24   $ 17.64  

(1)
Calculated by multiplying the "Pro Forma Combined" amounts by the exchange ratio of 0.40043.

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COMPARATIVE PER SHARE MARKET PRICE AND DIVIDEND INFORMATION

        Exact Sciences common stock and Genomic Health common stock are each listed and traded on Nasdaq under the symbols "EXAS" and "GHDX," respectively. The following table sets forth, for the respective periods of Exact Sciences and Genomic Health indicated, the high and low sale prices per share of Exact Sciences common stock and Genomic Health common stock.

 
  Exact Sciences   Genomic Health  
 
  High   Low   Dividend   High   Low   Dividend  

Year Ending December 31, 2019

                                     

Third Quarter (through September 20, 2019)

  $ 123.99   $ 100.59       $ 77.00   $ 54.39      

Second Quarter

    118.13     87.02         71.17     50.77      

First Quarter

    97.27     60.95         86.70     59.82      

Year Ended December 31, 2018

                                 

Fourth Quarter

    82.85     53.06         92.18     58.48      

Third Quarter

    81.22     47.78         72.83     48.96      

Second Quarter

    71.60     37.36         53.97     30.04      

First Quarter

    57.84     38.88         36.20     30.19      

Year Ended December 31, 2017

                                 

Fourth Quarter

    63.60     45.20         37.50     26.54      

Third Quarter

    47.56     34.39         33.95     27.60      

Second Quarter

    38.92     22.18         33.97     28.64      

First Quarter

    24.50     13.05         32.52     26.37      

        On July 26, 2019, the last trading day prior to the date of the public announcement of the execution of the merger agreement, the closing sale price per share of Genomic Health common stock was $68.66 and the closing sale price per share of Exact Sciences common stock was $117.92. On September 20, 2019, the most recent practicable date prior to the date of this proxy statement/prospectus, the last reported sale price per share of Genomic Health common stock was $70.97 and the last reported sales price per share of Exact Sciences common stock was $103.97. The market prices of shares of Genomic Health common stock and Exact Sciences common stock are subject to fluctuation. As a result, Genomic Health and Exact Sciences stockholders are urged to obtain current market quotations.

Dividend Information

        Exact Sciences has never declared or paid any cash dividends on its common stock. Exact Sciences currently intends to retain any future earnings for funding growth and, therefore, does not anticipate paying any cash dividends on its common stock in the foreseeable future.

        Genomic Health has never declared or paid any cash dividends on its stock, and does not currently intend to pay any cash dividends on its common stock in the foreseeable future. Genomic Health expects to retain any future earnings to fund the development and growth of its business. The merger agreement restricts the ability of Genomic Health to declare or pay dividends.

Comparison of Exact Sciences and Genomic Health Market Prices and Implied Value of Merger Consideration

        The following table sets forth the average of the volume-weighted average prices per share of Exact Sciences common stock for each of the 15 consecutive trading days ending immediately prior to, and the closing sale price per share of Genomic Health common stock as reported on Nasdaq as of, each of July 26, 2019, the last trading day prior to the public announcement of the merger, and September 20, 2019, the last practicable trading day before the filing of this proxy statement/prospectus

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with the SEC. The table also shows the estimated implied value of the per share consideration proposed for each share of Genomic Health common stock as of the same two days. This implied value was calculated by multiplying the average of the volume-weighted average prices per share of Exact Sciences common stock for each of the 15 consecutive trading days ending immediately prior to those dates by an exchange ratio of 0.38142 (calculated based on the average of the volume-weighted average prices per share of Exact Sciences common stock for each of the 15 consecutive trading days ending immediately prior to July 26, 2019) and 0.40043 (calculated based on the average of the volume-weighted average prices per share of Exact Sciences common stock for each of the 15 consecutive trading days ending immediately prior to September 20, 2019), as applicable, and adding the cash portion of the merger consideration of $27.50 per share, without interest. The market prices of Exact Sciences common stock and Genomic Health common stock have fluctuated since the date of the announcement of the merger agreement and will continue to fluctuate from the date of this proxy statement/prospectus to the date of the special meeting and the date the merger is completed and thereafter (in the case of Exact Sciences common stock). The exchange ratio will depend upon the Exact Sciences stock price during the 15 consecutive trading days ending with the trading day immediately prior to the closing date, and the number of shares of Exact Sciences common stock to be issued as part of the stock consideration (and, in turn, the value of the merger consideration to be received in exchange for each share of Genomic Health common stock) may fluctuate with the market value of Exact Sciences common stock until the last trading day before the merger is complete.

 
  Volume-Weighted
Average Price
Per Share of
Exact Sciences
Common Stock
  Closing Sale Price
Per Share of
Genomic Health
Common Stock
  Implied Per
Share Value
of Merger
Consideration
 

July 26, 2019

  $ 116.67   $ 68.66   $ 72.00  

September 20, 2019

  $ 111.13   $ 70.97   $ 72.00  

        No assurance can be given concerning the market prices of Exact Sciences common stock or Genomic Health common stock before completion of the merger or Exact Sciences common stock after completion of the merger. The exchange ratio will depend upon the Exact Sciences stock price during the 15 consecutive trading days ending with the trading day immediately prior to the closing date, and the number of shares of Exact Sciences common stock to be issued as part of the stock consideration (and, in turn, the value of the merger consideration to be received in exchange for each share of Genomic Health common stock) when received by Genomic Health stockholders after the merger is completed could be greater than, less than or the same as shown in the table above. Accordingly, stockholders are advised to obtain current market quotations for Exact Sciences common stock and Genomic Health common stock in deciding whether to vote in favor of the merger proposal.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

        This proxy statement/prospectus contains statements, including statements regarding the merger that are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that are intended to be covered by the "safe harbor" created by those sections. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, expectations and events, can generally be identified by the use of forward-looking terms such as "believe," "expect," "may," "will," "should," "would," "could," "seek," "intend," "plan," "goal," "project," "estimate," "anticipate" or other comparable terms. All statements other than statements of historical facts included in this proxy statement/prospectus regarding strategies, prospects, financial condition, operations, costs, plans, objectives and the merger are forward-looking statements. Examples of forward-looking statements include, among others, statements regarding expected future operating results, anticipated results of sales and marketing efforts, expectations concerning payer reimbursement, the anticipated results of product development efforts, the anticipated benefits of the merger, including estimated synergies and other financial impacts, and the expected timing of completion of the transaction. Forward-looking statements are neither historical facts nor assurances of future performance or events. Instead, they are based only on current beliefs, expectations and assumptions regarding future business developments, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Exact Sciences' and Genomic Health's control. Actual results, conditions and events may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results, conditions and events to differ materially from those indicated in the forward-looking statements include, among others, the following:

    the ability of Exact Sciences and Genomic Health to receive the required regulatory approvals for the merger and approval of Genomic Health's stockholders and to satisfy the other conditions to the closing of the merger on a timely basis or at all;

    the occurrence of events that may give rise to a right of one or both of Exact Sciences and Genomic Health to terminate the merger agreement, including under circumstances that might require Genomic Health to pay a termination fee of $92.4 million to Exact Sciences;

    the possibility that the merger is delayed or does not occur;

    the possibility that the anticipated benefits from the merger cannot be realized in full or at all or may take longer to realize than expected, including risks associated with achieving expected synergies from the merger;

    negative effects of the announcement or the consummation of the merger on the market price of Exact Sciences' and/or Genomic Health's common stock and/or on their respective businesses, financial conditions, results of operations and financial performance;

    risks related to Genomic Health and Exact Sciences being restricted in operating their businesses while the merger agreement is in effect;

    risks relating to the value of the Exact Sciences shares to be issued in the merger, significant merger costs and/or unknown liabilities;

    risks associated with contracts containing consent and/or other provisions that may be triggered by the merger;

    risks associated with potential merger-related litigation;

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    the ability of Genomic Health and the combined company to retain and hire key personnel;

    the possibility that costs or difficulties related to the integration of Genomic Health's operations with those of Exact Sciences will be greater than expected;

    the ability to successfully and profitably market Exact Sciences' and Genomic Health's tests;

    the acceptance of Exact Sciences' and Genomic Health's tests by patients and healthcare providers;

    the ability to meet demand for Exact Sciences' and Genomic Health's tests;

    the willingness of health insurance companies and other payers to cover Exact Sciences' and Genomic Health's tests and adequately reimburse for such tests;

    the amount and nature of competition from other cancer screening and diagnostic products and services;

    the effects of the adoption, modification or repeal of any law, rule, order, interpretation or policy relating to the healthcare system, including without limitation as a result of any judicial, executive or legislative action;

    the effects of changes in pricing, coverage and reimbursement for Exact Sciences' and Genomic Health's tests, including without limitation as a result of the Protecting Access to Medicare Act of 2014;

    recommendations, guidelines and quality metrics issued by various organizations such as the U.S. Preventive Services Task Force, the American Cancer Society, and the National Committee for Quality Assurance regarding cancer screening or Exact Sciences' and Genomic Health's tests;

    the ability of Exact Sciences and Genomic Health to successfully develop new products and services;

    the ability to effectively utilize strategic partnerships, such as through Exact Sciences' promotion agreement with Pfizer Inc., and acquisitions;

    the ability of the combined company to establish and maintain collaborative, licensing and supplier arrangements;

    the ability of Exact Sciences and Genomic Health to maintain regulatory approvals and comply with applicable regulations; and

    other risks as detailed from time to time in Exact Sciences' and Genomic Health's reports filed with the SEC, including Exact Sciences' and Genomic Health's respective annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC, including the risks and uncertainties set forth in or incorporated by reference into this proxy statement/prospectus in the section entitled "Risk Factors" beginning on page 34.

        There can be no assurance that the merger or any other transaction described will in fact be completed in the manner described or at all. Any forward-looking statement speaks only as of the date on which it is made, and Exact Sciences and Genomic Health assume no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

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RISK FACTORS

        In addition to the other information included and incorporated by reference into this proxy statement/prospectus, including, among other things, the matters addressed in the section entitled "Cautionary Note Regarding Forward-Looking Statements" beginning on page 32, Genomic Health stockholders should carefully consider the following risk factors before deciding whether to vote in favor of the merger proposal. In addition, you should read and consider the risks associated with each of the businesses of Exact Sciences and Genomic Health because these risks will relate to the combined company following the completion of the merger. Descriptions of some of these risks can be found in Exact Sciences' Annual Report on Form 10-K for the fiscal year ended December 31, 2018 and Genomic Health's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as such risks may be updated or supplemented in each company's subsequently filed quarterly reports on Form 10-Q or current reports on Form 8-K, which are incorporated by reference into this proxy statement/prospectus. You should also consider the other information in this proxy statement/prospectus and the other documents incorporated by reference into this proxy statement/prospectus. See the section entitled "Where You Can Find More Information" beginning on page 160.

Risks Related to the Merger

The merger is subject to conditions, some or all of which may not be satisfied, or completed on a timely basis, if at all. Failure to complete the merger could have material adverse effects on Genomic Health and Exact Sciences.

        The completion of the merger is subject to a number of conditions, including, among other things, receipt of the approval of Genomic Health's stockholders and receipt of certain regulatory approvals, which make the completion and timing of the completion of the merger uncertain. See the section entitled "The Merger Agreement—Conditions to the Merger," beginning on page 107, for a more detailed discussion. The failure to satisfy all of the required conditions could delay the completion of the merger for a significant period of time or prevent it from occurring at all. Any delay in completing the merger could cause Exact Sciences not to realize, or not to realize on the expected timeline, some or all of the benefits that Exact Sciences expects to achieve if the merger is successfully completed within the expected timeframe. There can be no assurance that the conditions to the closing of the merger will be satisfied or waived or that the merger will be completed. Also, subject to limited exceptions, either Exact Sciences or Genomic Health may terminate the merger agreement if the merger has not been completed by 5:00 p.m. (New York time) on April 28, 2020, subject to extension through July 28, 2020, if all conditions other than certain antitrust-related conditions are or would be satisfied on that date.

        If the merger is not completed, Genomic Health's ongoing business may be materially adversely affected and, without realizing any of the benefits of having completed the merger, Genomic Health will be subject to a number of risks, including the following:

    the market price of Genomic Health common stock could decline;

    Genomic Health could owe a substantial termination fee to Exact Sciences under certain circumstances;

    if the merger agreement is terminated and the Genomic Health Board seeks another business combination, Genomic Health stockholders cannot be certain that Genomic Health will be able to find a party willing to enter into a transaction on terms equivalent to or more attractive than the terms that Exact Sciences has agreed to in the merger agreement;

    time and resources, financial and other, committed by Genomic Health's management to matters relating to the merger could otherwise have been devoted to pursuing other beneficial opportunities for Genomic Health;

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    Genomic Health may experience negative reactions from the financial markets or from its patients, physicians, payers, suppliers, collaboration partners or employees; and

    Genomic Health will be required to pay its costs relating to the merger, such as legal, accounting, financial advisory and printing fees, whether or not the merger is completed.

        In addition, if the merger is not completed, Genomic Health could be subject to litigation related to any failure to complete the merger or related to any enforcement proceeding commenced against Genomic Health to perform its obligations under the merger agreement. Any of these risks could materially and adversely impact Genomic Health's ongoing business, financial condition, financial results and stock price.

        Similarly, delays in the completion of the merger could, among other things, result in additional transaction costs, loss of revenue or other negative effects associated with uncertainty about completion of the merger and could materially and adversely impact Exact Sciences' ongoing business, financial condition, financial results and stock price following the completion of the merger.

The merger agreement contains provisions that limit Genomic Health's ability to pursue alternatives to the merger, could discourage a potential competing acquirer of Genomic Health from making a favorable alternative transaction proposal and, in specified circumstances, could require Genomic Health to pay a substantial termination fee to Exact Sciences.

        The merger agreement contains provisions that make it more difficult for Genomic Health to be acquired by any person other than Exact Sciences. The merger agreement contains certain provisions that restrict Genomic Health's ability to, among other things, initiate, seek, solicit, knowingly facilitate, knowingly encourage, knowingly induce or knowingly take any other action reasonably expected to lead to, or engage in negotiations or discussions relating to, or approve or recommend, any third-party acquisition proposal. Further, even if the Genomic Health Board withdraws or qualifies its recommendation with respect to the approval of the merger proposal, unless the merger agreement is terminated in accordance with its terms, Genomic Health will still be required to submit the merger proposal to a vote at the special meeting of Genomic Health stockholders. In addition, following receipt by Genomic Health of any third-party acquisition proposal that constitutes a "superior proposal," Exact Sciences will have an opportunity to offer to modify the terms of the merger agreement before the Genomic Health Board may withdraw or qualify its recommendation with respect to the merger proposal in favor of such superior proposal, as described further under "The Merger Agreement—Covenants and Agreements—Superior Proposal" beginning on page 103.

        In some circumstances, upon termination of the merger agreement, Genomic Health would be required to pay a termination fee of $92.4 million to Exact Sciences. For further discussion, see the sections entitled "The Merger Agreement—Termination; —Effect of Termination; and —Termination Fee" beginning on pages 109, 111 and 111, respectively.

        These provisions could discourage a potential third-party acquirer or merger partner that might have an interest in acquiring all or a significant portion of Genomic Health or pursuing an alternative transaction from considering or proposing such a transaction, even if it were prepared to pay consideration with a higher per share value than the value proposed to be paid in the merger. In particular, the termination fee, if applicable, would be substantial, and could result in a potential third-party acquirer or merger partner proposing to pay a lower price to Genomic Health stockholders than it might otherwise have proposed to pay absent such a fee.

        If the merger agreement is terminated and Genomic Health determines to seek another business combination, Genomic Health may not be able to negotiate a transaction with another party on terms comparable to, or better than, the terms of the merger.

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        Each of Felix J. Baker and Julian C. Baker, directors of Genomic Health, and certain funds advised by an entity affiliated with Felix J. Baker and Julian C. Baker, entered into voting agreements with Exact Sciences pursuant to which, among other things and subject to the terms and conditions therein, such stockholders agreed, in their capacities as holders of shares of Genomic Health common stock, to vote all shares of Genomic Health common stock beneficially owned by such stockholders at the time of the stockholder vote on the merger in favor of adoption of the merger agreement and the approval of the transactions contemplated by the merger agreement, including the merger, and any other matter necessary to consummate such transactions, and not to vote in favor of, or tender their shares of Genomic Health common stock into, any competing offer or acquisition proposal. As of September 20, 2019, approximately 25.1% of the outstanding shares of Genomic Health common stock are subject to the voting agreements. For further information, please see the section entitled "The Merger—Voting Agreements" beginning on page 81.

The merger is subject to the expiration or termination of applicable waiting periods and the receipt of approvals, consents or clearances that may impose conditions that could have an adverse effect on Exact Sciences, Genomic Health or the combined company or, if not obtained, could prevent completion of the merger.

        Before the merger may be completed, any applicable waiting period (and any extension thereof) under the HSR Act relating to the completion of the merger must have expired or been terminated. In deciding whether to grant the required regulatory authorization or consent, the relevant governmental entity will consider the effect of the merger within the United States, including the impact on the parties' respective customers and suppliers. The terms and conditions of termination of the waiting period may impose requirements, limitations or costs or place restrictions on the conduct of the combined company's business or may materially delay the completion of the merger.

        Under the merger agreement, Exact Sciences and Genomic Health have agreed to use their respective reasonable best efforts to obtain such authorizations and consents. For a more detailed description of Exact Sciences' and Genomic Health's obligations to obtain required regulatory authorizations and approvals, see the section entitled "The Merger Agreement—Covenants and Agreements—Appropriate Action; Consents; Filings" beginning on page 99.

        In addition, at any time before or after the completion of the merger, and notwithstanding the termination of the HSR Act waiting period, applicable U.S. or foreign antitrust authorities or any state attorney general could take such action under the antitrust laws as such party deems necessary or desirable in the public interest. Such action could include, among other things, seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the parties. In addition, in some circumstances, a third party could initiate a private action under antitrust laws challenging, seeking to enjoin, or seeking to impose conditions on the merger. Exact Sciences and Genomic Health may not prevail and may incur significant costs in defending or settling any such action. For a more detailed description of the regulatory review process, see the section entitled "The Merger—Regulatory Approvals" beginning on page 81.

        There can be no assurance that the conditions to the completion of the merger set forth in the merger agreement relating to applicable regulatory laws will be satisfied.

The value of the stock portion of the merger consideration is subject to changes based on fluctuations in the value of Exact Sciences common stock, and Genomic Health stockholders may, in certain circumstances, receive stock consideration with a value that, at the time received, is less than $44.50 per share of Genomic Health common stock.

        The market value of Exact Sciences common stock will fluctuate during the period before the date of the special meeting, during the 15 trading day period that the exchange ratio will be based upon, and the time between the last day of the 15 trading day period and the time Genomic Health

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stockholders receive merger consideration in the form of Exact Sciences common stock, as well as thereafter. Accordingly, at the time of the special meeting, Genomic Health stockholders will not be able to determine the market value of the per share merger consideration they would receive upon completion of the merger.

        Upon completion of the merger, each issued and outstanding share of Genomic Health common stock (other than excluded shares) will be converted into the right to receive the merger consideration, which is equal to $27.50 in cash, without interest, plus a fraction of a share of Exact Sciences common stock having a value equal to the quotient obtained by dividing $44.50 by the average of the volume-weighted average prices per share of Exact Sciences common stock on Nasdaq on each of the 15 consecutive trading days ending with the trading day immediately prior to the closing date, subject to adjustment based on a two-way collar mechanism as described below. If the Exact Sciences stock price is greater than $98.79 but less than $120.75, the exchange ratio will be equal to the quotient of (1) $44.50 divided by (2) the Exact Sciences stock price. However, if the Exact Sciences stock price is equal to or less than $98.79 or equal to or greater than $120.75, then a two-way collar mechanism will apply, pursuant to which (a) if the Exact Sciences stock price is equal to or greater than $120.75, the exchange ratio will be fixed at 0.36854 and (b) if the Exact Sciences stock price is equal to or less than $98.79, the exchange ratio will be fixed at 0.45043. Accordingly, the actual number of shares and the value of Exact Sciences common stock delivered to Genomic Health stockholders will depend on the Exact Sciences stock price, and the value of the shares of Exact Sciences common stock delivered for each share of Genomic Health common stock may be greater than, less than or equal to $44.50.

        It is impossible to accurately predict the market price of Exact Sciences common stock at the completion of the merger or during the period over which the Exact Sciences stock price is calculated and, therefore, impossible to accurately predict the number or value of the shares of Exact Sciences common stock that Genomic Health stockholders will receive in the merger. The market price for Exact Sciences common stock may fluctuate both prior to completion of the merger and thereafter for a variety of reasons, including, among others, general market and economic conditions, the demand for Exact Sciences' or Genomic Health's tests, changes in laws and regulations, other changes in Exact Sciences' and Genomic Health's respective businesses, operations, prospects and financial results of operations, market assessments of the likelihood that the merger will be completed, and the expected timing of the merger. Many of these factors are beyond Exact Sciences' and Genomic Health's control. You should obtain current market quotations for shares of Exact Sciences common stock.

Each party is subject to business uncertainties and contractual restrictions while the merger is pending, which could adversely affect each party's business and operations.

        In connection with the pendency of the merger, it is possible that some customers, physicians, suppliers, payers, collaboration partners and other persons with whom Exact Sciences and/or Genomic Health has a business relationship may delay or defer certain business decisions or might decide to seek to terminate, change or renegotiate their relationships with Exact Sciences or Genomic Health, as the case may be, as a result of the merger or otherwise, which could negatively affect Exact Sciences' or Genomic Health's respective revenues, earnings and/or cash flows, as well as the market price of Exact Sciences common stock or Genomic Health common stock, regardless of whether the merger is completed.

        The pending transaction could also divert management time and resources that could otherwise have been devoted to other opportunities that may have been beneficial to Exact Sciences or Genomic Health.

        Under the terms of the merger agreement, Genomic Health is subject to certain restrictions on the conduct of its business prior to completing the merger which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to enter into or amend contracts,

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acquire or dispose of assets, incur indebtedness or incur capital expenditures. Such limitations could adversely affect Genomic Health's business and operations prior to the completion of the merger.

        Under the terms of the merger agreement, Exact Sciences is subject to a more limited set of restrictions on the conduct of its business prior to completing the merger which may adversely affect its ability to execute certain of its business strategies, including the ability in certain cases to amend its organizational documents, pay dividends or distributions or repurchase shares of its common stock. Such limitations could adversely affect Exact Sciences' business and operations prior to the completion of the merger.

        Each of the risks described above may be exacerbated by delays or other adverse developments with respect to the completion of the merger. For further discussion, see the sections entitled "The Merger Agreement—Covenants and Agreements—Conduct of Business of Genomic Health" and "—Conduct of Business of Exact Sciences" beginning on pages 95 and 98, respectively.

Completion of the merger will trigger change in control or other provisions in certain agreements to which Genomic Health is a party, which may have an adverse impact on Exact Sciences' business and results of operations following completion of the merger.

        The completion of the merger will trigger change in control and other provisions in certain agreements to which Genomic Health is a party. If Exact Sciences or Genomic Health is unable to negotiate waivers of those provisions, the counterparties may exercise their rights and remedies under the agreements, potentially terminating the agreements or seeking monetary damages or equitable remedies. Even if Exact Sciences and Genomic Health are able to negotiate consents or waivers, the counterparties may require a fee for such waivers or seek to renegotiate the agreements on terms less favorable to Genomic Health or the combined company. Any of the foregoing or similar developments may have an adverse impact on Exact Sciences' business and results of operations following completion of the merger.

Uncertainties associated with the merger may cause a loss of management personnel and other key employees, which could adversely affect the future business and operations of Exact Sciences following completion of the merger.

        Exact Sciences and Genomic Health are dependent on the experience and industry knowledge of their officers and other key employees to execute their business plans. Exact Sciences' success after the completion of the merger will depend in part upon the ability of Exact Sciences to retain certain key management personnel and employees of Exact Sciences and Genomic Health. Prior to completion of the merger, current and prospective employees of Exact Sciences and Genomic Health may experience uncertainty about their roles within Exact Sciences following the completion of the merger, which may have an adverse effect on the ability of each of Exact Sciences and Genomic Health to attract or retain key management and other key personnel. In addition, no assurance can be given that Exact Sciences, after the completion of the merger, will be able to attract or retain key management personnel and other key employees to the same extent that Exact Sciences and Genomic Health have previously been able to attract or retain their own employees.

Litigation relating to the merger could require Genomic Health and Exact Sciences to incur significant costs and suffer management distraction, as well as to delay and/or enjoin the merger.

        Beginning on September 4, 2019, four actions were filed by purported stockholders of Genomic Health in federal courts in California and Delaware, captioned Wang v. Genomic Health, Inc., et al., Case No. 3:19-cv-05556 (N.D. Cal), Seligman v. Genomic Health, Inc., et al., Case No. 3:19-cv-05710 (N.D. Cal), Rice v. Genomic Health, Inc. et al., Case No. 3:19-cv-05929, and Plumley v. Genomic Health, Inc., et al., Case No. 1:19-cv-01719 (D. Del.), alleging claims relating to the merger. The complaints name as defendants Genomic Health and the members of the Genomic Health Board, and

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the Seligman and Plumley actions also name as defendants Exact Sciences and Merger Sub. The complaints allege, among other things, claims under Section 14(a) and 20(a) of the Exchange Act asserting that the preliminary proxy statement filed by Genomic Health in connection with the merger is materially incomplete and misleading, and the Seligman complaint also alleges claims for breach of fiduciary duty relating to the merger. The Seligman, Plumley and Rice actions seek to allege claims on behalf of a putative class of stockholders of Genomic Health. The complaints purport to seek to enjoin the planned special meeting of Genomic Health's stockholders unless and until the allegedly missing material information is disclosed or, in the event the merger is consummated, to recover damages from the defendants. The defendants believe the claims asserted in these civil actions are without merit.

        Genomic Health and Exact Sciences could be subject to additional demands or litigation related to the merger, whether or not the merger is consummated. Such existing and additional demands or actions may create uncertainty relating to the merger, and responding to such demands and defending such actions may be costly and distracting to management of both companies.

The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and may not be reflective of the operating results and financial condition of Exact Sciences following completion of the merger.

        The unaudited pro forma condensed combined financial information in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what Exact Sciences' actual financial position or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma condensed combined financial information is subject to a number of assumptions, and does not take into account any synergies related to the proposed transaction. Further, Exact Sciences' actual results and financial position after the merger may differ materially and adversely from the unaudited pro forma condensed combined financial data that is included in this proxy statement/prospectus. The unaudited pro forma condensed combined financial information reflects adjustments based upon preliminary estimates of the fair value of assets to be acquired and liabilities to be assumed. The final acquisition accounting will be based upon the actual purchase price and the fair value of the assets and liabilities of Genomic Health as of the date of the completion of the merger. In addition, subsequent to the closing date, there will be further refinements of the acquisition accounting as additional information becomes available. Accordingly, the final acquisition accounting may differ materially from the unaudited pro forma condensed combined financial information reflected in this proxy statement/prospectus. For further discussion, see "Unaudited Pro Forma Condensed Combined Financial Information" beginning on page 120.

Genomic Health's executive officers and directors have interests in the merger that may be different from, or in addition to, Genomic Health stockholders' interests.

        When considering the recommendation of the Genomic Health Board that Genomic Health stockholders adopt the merger agreement and approve the merger, stockholders should be aware that Genomic Health's executive officers and directors have certain interests in the merger that may be different from, or in addition to, the interests of Genomic Health stockholders generally. The Genomic Health Board was aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in making its recommendations that Genomic Health stockholders approve the merger proposal. Additional interests of the directors and executive officers of Genomic Health include, but are not limited to, the treatment in the merger of RSU awards and stock options held by these executive officers and directors, certain severance payments and other benefits that Genomic Health executive officers are, by reason of their participation in Genomic Health's severance plans and pursuant to the terms of the merger agreement, entitled to receive upon a qualifying termination of employment following the completion of the merger, the continued employment of certain executive officers with Exact Sciences following the completion of the merger and indemnification and insurance for current and former directors and executive officers. See the

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section entitled "The Merger—Interests of Certain Persons in the Merger" beginning on page 75 for a more detailed description of these interests. As a result of these interests, these directors and executive officers of Genomic Health might be more likely to support and to vote in favor of the proposals described in this proxy statement/prospectus than if they did not have these interests. Genomic Health stockholders should consider whether these interests might have influenced these directors and executive officers to recommend adopting the merger agreement and approving the merger.

Risks Related to the Combined Company After Completion of the Merger

Exact Sciences may be unable to successfully integrate the businesses of Exact Sciences and Genomic Health and realize the anticipated benefits of the merger.

        The success of the merger will depend, in part, on Exact Sciences' ability to successfully combine and integrate the businesses of Exact Sciences and Genomic Health, which currently operate as independent public companies, and realize the anticipated benefits, including synergies, cost savings, innovation opportunities and operational efficiencies, from the merger, in a manner that does not materially disrupt existing customer, payer, supplier and employee relations nor result in decreased revenues due to losses of, or decreases in orders by, customers and payers. If Exact Sciences is unable to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits may not be realized fully or at all, or may take longer to realize than expected, and the value of Exact Sciences common stock may decline.

        The integration of the two companies may result in material challenges, including, without limitation:

    the diversion of management's attention from ongoing business concerns and performance shortfalls at one or both of the companies as a result of the devotion of management's attention to the merger;

    managing a larger and more complex combined business;

    maintaining employee morale, retaining key management and other employees and the possibility that the integration process and potential organizational changes may adversely impact the ability to maintain employee relationships;

    retaining existing business and operational relationships, including customers, patients, physicians, payers, suppliers, collaboration partners, employees and other counterparties, as may be impacted by contracts containing consent and/or other provisions that may be triggered by the merger, and attracting new business and operational relationships;

    the integration process not proceeding as expected, including due to a possibility of faulty assumptions or expectations regarding the integration process or Exact Sciences' or Genomic Health's operations;

    consolidating corporate, administrative and compliance infrastructures and eliminating duplicative operations;

    coordinating geographically separate organizations, including in international markets with differing business, legal and regulatory climates;

    unanticipated issues in integrating information technology, communications and other systems; and

    unforeseen expenses, costs, liabilities or delays associated with the merger or the integration.

        Many of these factors will be outside of Exact Sciences' control, and any one of them could result in delays, increased costs, decreases in the amount of expected revenues or synergies and diversion of

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management's time and energy, which could materially affect Exact Sciences' financial position, results of operations and cash flows.

        Due to legal restrictions, Exact Sciences and Genomic Health are currently permitted to conduct only limited planning for the integration of the two companies following the merger and have not yet determined the exact nature of how the businesses and operations of the two companies will be combined after the merger. The actual integration may result in additional and unforeseen expenses, and the anticipated benefits of the integration plan may not be realized on a timely basis, if at all.

Genomic Health stockholders will have a reduced ownership and voting interest after the merger and will exercise less influence over the policies of Exact Sciences following the merger than they now have on the policies of Genomic Health.

        Genomic Health stockholders presently have the right to vote in the election of the Genomic Health Board and on other matters affecting Genomic Health. Upon the completion of the merger, except for stockholders who own common shares in both Genomic Health and Exact Sciences, each Genomic Health stockholder will be a stockholder of Exact Sciences with a percentage ownership of Exact Sciences that is smaller than such stockholder's current percentage ownership of Genomic Health. Exact Sciences stockholders will also have a somewhat reduced ownership and voting interest after the merger. Immediately after the merger is completed, it is expected that current Exact Sciences stockholders will own approximately 89% of Exact Sciences common stock outstanding and current Genomic Health stockholders will own approximately 11% of Exact Sciences common stock outstanding (based on the calculated exchange ratio under the two-way collar mechanism, based on the average of the volume-weighted average prices per share of Exact Sciences common stock for each of the 15 consecutive trading days ending immediately prior to the closing date, which for this purpose the closing date is assumed to be September 20, 2019, the last practicable trading day before the filing of this proxy statement/prospectus with the SEC), as set forth in the section entitled "Comparative Per Share Market Price and Dividend Information—Comparison of Exact Sciences and Genomic Health Market Prices and Implied Value of Merger Consideration," and assuming no overlap between Exact Sciences and Genomic Health stockholders.

        As a result, current Genomic Health stockholders will have less influence on the management and policies of Exact Sciences than they now have on the management and policies of Genomic Health.

The Exact Sciences common stock to be received by Genomic Health stockholders upon completion of the merger will have different rights from shares of Genomic Health common stock.

        Upon completion of the merger, Genomic Health stockholders will no longer be stockholders of Genomic Health, but will instead become stockholders of Exact Sciences and their rights as Exact Sciences stockholders will be governed by the terms of Exact Sciences' certificate of incorporation and by-laws. The terms of Exact Sciences' certificate of incorporation and by-laws are in some respects materially different than the terms of Genomic Health's certificate of incorporation and bylaws, which currently govern the rights of Genomic Health stockholders.

        For a more complete description of the different rights associated with shares of Genomic Health common stock and shares of Exact Sciences common stock, see "Comparison of Stockholder Rights" beginning on page 140.

The future results of Exact Sciences may be adversely impacted if Exact Sciences does not effectively manage its expanded operations following the completion of the merger.

        Following the completion of the merger, the size of Exact Sciences' business will be significantly larger than the current size of either Genomic Health's business or Exact Sciences' business. Managing a larger and more complex combined enterprise may require higher level of overhead than currently

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anticipated. Exact Sciences' ability to successfully manage the expanded business will depend, in part, upon management's ability to design and implement strategic initiatives that address not only the integration of Exact Sciences and Genomic Health, but also the increased scale and scope of the combined business with its associated increased costs and complexity. There can be no assurances that Exact Sciences will be successful in integrating the businesses or that it will realize the expected operating efficiencies, cost savings and other benefits currently anticipated from the merger.

Exact Sciences expects to incur substantial expenses related to the completion of the merger and the integration of Genomic Health.

        Exact Sciences will incur substantial expenses in connection with the completion of the merger and in order to integrate a large number of processes, policies, procedures, operations, technologies and systems of Genomic Health in connection with the merger. The substantial majority of these costs will be non-recurring expenses related to the merger and facilities and systems consolidation costs. Exact Sciences may incur additional costs or suffer loss of business under third-party contracts that are terminated or that contain change in control or other provisions that may be triggered by the completion of the merger, and/or losses of, or decreases in orders by, customers and payers, and may also incur costs to maintain employee morale and to retain certain key management personnel and employees. Exact Sciences and Genomic Health will also incur transaction fees and costs related to formulating integration plans for the combined business, and the execution of these plans may lead to additional unanticipated costs and time delays. These incremental transaction-related costs may exceed the savings Exact Sciences expects to achieve from the elimination of duplicative costs and the realization of other efficiencies related to the integration of the businesses, particularly in the near term and in the event there are material unanticipated costs. Factors beyond Exact Sciences' control could affect the total amount or timing of these expenses, many of which, by their nature, are difficult to estimate accurately.

The use of cash in connection with the financing of the merger may have an adverse impact on Exact Sciences' liquidity, limit Exact Sciences' flexibility in responding to other business opportunities and increase Exact Sciences' vulnerability to adverse economic and industry conditions.

        The merger will be financed in part by the use of Exact Sciences' cash on hand and in part by the use of Genomic Health's cash on hand. As of June 30, 2019, Exact Sciences had approximately $205.1 million in cash and cash equivalents and approximately $1,034.4 million in marketable securities. As of June 30, 2019, Genomic Health had approximately $90.9 million in cash and cash equivalents and approximately $152.6 million in marketable securities. Exact Sciences anticipates that approximately $1.1 billion will be required to pay the aggregate cash portion of the merger consideration to Genomic Health stockholders. The use of cash on hand to finance the acquisition will reduce Exact Sciences' liquidity and may limit Exact Sciences' flexibility in responding to other business opportunities and increase Exact Sciences' vulnerability to adverse economic and industry conditions.

Exact Sciences may need additional capital to execute its business plan.

        After giving effect to the merger, although Exact Sciences believes that it has sufficient capital to fund its operations for at least the next twelve months, it may require additional capital to fully fund its strategic plans, which includes successfully commercializing current products and developing a pipeline of future products and services. Additional financing may not be available in amounts or on terms satisfactory to Exact Sciences or at all. Exact Sciences' success in raising additional capital may be significantly affected by general market conditions, the market price of its common stock, Exact Sciences' financial condition, uncertainty about the future commercial success of its current products and services, the development and commercial success of future products or services, regulatory developments, the status and scope of its intellectual property, any ongoing litigation, its compliance with applicable laws and regulations and other factors. If Exact Sciences raises additional funds through

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the sale of equity, convertible debt or other equity-linked securities, its stockholders' ownership will be diluted, and the market price of its common stock could be depressed. Exact Sciences may issue securities that have rights, preferences and privileges senior to its common stock. The terms of debt securities issued or borrowings, if available, could require Exact Sciences to pledge certain assets or enter into covenants that could limit or restrict its operations or ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends, and any debt repayment obligations may reduce future financial performance. If Exact Sciences raises additional funds through collaborations, licensing arrangements or other structured financing transactions, it may relinquish rights to certain of its technologies or products or services, grant security interests in its assets or grant licenses to third parties on terms that are unfavorable to Exact Sciences. If Exact Sciences is unable to obtain adequate financing when needed, it may have to delay, reduce the scope of, or suspend one or more research and development programs or selling and marketing initiatives.

The market price of Exact Sciences common stock after the merger is completed may be affected by factors different from those affecting the price of Exact Sciences or Genomic Health common stock before the merger is completed.

        Upon completion of the merger, holders of Genomic Health common stock will be holders of common stock of Exact Sciences. As the businesses of Exact Sciences and Genomic Health are different, the results of operations as well as the price of Exact Sciences common stock may, in the future, be affected by factors different from those factors affecting Genomic Health as an independent stand-alone company. Exact Sciences will face additional risks and uncertainties that Genomic Health may currently not be exposed to as an independent company. As a result, the market price of Exact Sciences common stock may fluctuate significantly following completion of the merger. For a discussion of the businesses of Exact Sciences and Genomic Health and of some important factors to consider in connection with those businesses, see the documents incorporated by reference into this proxy statement/prospectus and referred to under "Where You Can Find More Information" beginning on page 160.

The market price of Exact Sciences common stock may decline as a result of the merger, including as a result of some Genomic Health stockholders adjusting their portfolios.

        The market price of Exact Sciences common stock may decline as a result of the merger if, among other things, the operational cost savings estimates in connection with the integration of Exact Sciences' and Genomic Health's businesses are not realized, or if the transaction costs related to the merger are greater than expected. The market price also may decline if Exact Sciences does not achieve the perceived benefits of the merger as rapidly or to the extent anticipated by financial or industry analysts or if the effect of the merger on Exact Sciences' financial position, results of operations or cash flows is not consistent with the expectations of financial or industry analysts.

        In addition, sales of Exact Sciences common stock after the completion of the merger may cause the market price of Exact Sciences common stock to decrease. Assuming a closing date of September 23, 2019 and that the last reported sale price of Exact Sciences common stock was equal to the Exact Sciences stock price used for the exchange ratio, Exact Sciences would issue approximately 16.4 million shares, including share equity awards, of Exact Sciences common stock in connection with the merger, based on the number of outstanding shares, including equity awards, of Genomic Health common stock as of September 20, 2019 and the last reported sale price of Exact Sciences common stock on September 20, 2019. Many Genomic Health stockholders may decide not to hold the shares of Exact Sciences common stock they will receive in the merger. Other Genomic Health stockholders, such as funds with limitations on their permitted holdings of stock in individual issuers, may be required to sell the shares of Exact Sciences common stock that they receive in the merger. Such sales of Exact Sciences common stock could have the effect of depressing the market price for Exact Sciences common stock and may take place promptly following the merger.

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        Any of these events may make it more difficult for Exact Sciences to sell equity or equity-related securities, dilute your ownership interest in Exact Sciences and have an adverse impact on the price of Exact Sciences common stock.

Other Risk Factors

        Exact Sciences' and Genomic Health's businesses are and will be subject to the risks described above. In addition, Exact Sciences and Genomic Health are, and will continue to be, subject to the risks described in, as applicable, Exact Sciences' Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and Genomic Health's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as updated by subsequent quarterly reports on Form 10-Q and current reports on Form 8-K, all of which are filed with the SEC and incorporated by reference into this proxy statement/prospectus. See "Where You Can Find More Information" beginning on page 160 for the location of information incorporated by reference into this proxy statement/prospectus.

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THE PARTIES TO THE MERGER

Exact Sciences

        Exact Sciences is a molecular diagnostics company focused on the early detection and prevention of some of the deadliest forms of cancer. Exact Sciences has developed an accurate, non-invasive, patient-friendly screening test called Cologuard® for the early detection of colorectal cancer and pre-cancer, and it is currently working on the development of additional tests for other types of cancer, with the goal of becoming a leader in cancer screening and diagnostics.

        Exact Sciences' Cologuard test is a non-invasive stool-based DNA screening test that utilizes a multi-target approach to detect DNA and hemoglobin biomarkers associated with colorectal cancer and pre-cancer. Eleven biomarkers are targeted that have been shown to be strongly associated with colorectal cancer and pre-cancer. Methylation, mutation, and hemoglobin results are combined in the laboratory analysis through a proprietary algorithm to provide a single positive or negative reportable result. In September 2019, the U.S. Food and Drug Administration expanded Cologuard's indication to include average-risk individuals ages 45-49. Cologuard is now indicated for average risk adults 45 years of age and older.

        Exact Sciences' commercialization strategy includes three main elements focusing on physicians, patients, and payers. Exact Sciences' sales team actively engages with physicians and their staffs to emphasize the need for colorectal cancer screening, educate them on the value of Cologuard and facilitate their ability to order the test. Exact Sciences focuses on specific physicians based on a combination of Cologuard order history and ordering potential, while also focusing on physician groups and larger regional and national health systems. Exact Sciences also focuses on receiving adequate reimbursement from government insurance plans, managed care organizations and private insurance plans. In addition to Medicare reimbursement, Exact Sciences seeks to secure favorable coverage and in-network reimbursement agreements from commercial payers.

        Exact Sciences' principal executive offices are located at 441 Charmany Drive, Madison, Wisconsin 53719 and its telephone number is (608) 535-8815. Exact Sciences' website address is www.exactsciences.com. Information contained on Exact Sciences' website does not constitute part of this proxy statement/prospectus. Exact Sciences common stock is publicly traded on The Nasdaq Stock Market LLC under the ticker symbol "EXAS." Additional information about Exact Sciences is included in documents incorporated by reference in this proxy statement/prospectus. Please see the section entitled "Where You Can Find More Information" beginning on page 160.

Genomic Health

        Genomic Health is a global provider of genomic-based diagnostic tests that address both the overtreatment and optimal treatment of early and late stage cancer, two of the greatest issues in healthcare today. With Genomic Health's Oncotype IQ Genomic Intelligence Platform, Genomic Health is applying its world-class scientific and commercial expertise and infrastructure to lead the translation of clinical and genomic data into clinically actionable results for treatment planning throughout the cancer patient's journey, from diagnosis to treatment selection and monitoring. Genomic Health's Oncotype IQ Genomic Intelligence Platform is currently comprised of Genomic Health's flagship line of Oncotype DX gene expression tests for breast, prostate and colon cancers, as well as Genomic Health's expanded platform of a liquid-based test, Oncotype DX AR-V7 Nucleus Detect test for advanced stage prostate cancer.

        Genomic Health's principal executive offices are located at 301 Penobscot Drive, Redwood City, California 94063 and its telephone number is (650) 556-9300. Genomic Health's website address is www.genomichealth.com. Information contained on Genomic Health's website does not constitute part of this proxy statement/prospectus. Genomic Health common stock is publicly traded on The Nasdaq

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Stock Market LLC under the ticker symbol "GHDX." Additional information about Genomic Health is included in documents incorporated by reference in this proxy statement/prospectus. Please see the section entitled "Where You Can Find More Information" beginning on page 160.

Spring Acquisition Corp.

        Spring Acquisition Corp, a wholly owned subsidiary of Exact Sciences, is a Delaware corporation incorporated on July 26, 2019 for the purpose of effecting the merger. Spring Acquisition Corp. has not conducted any activities other than those incidental to its formation and the matters contemplated by the merger agreement. The principal executive offices of Spring Acquisition Corp. are located at 441 Charmany Drive, Madison, Wisconsin 53719 and its telephone number is (608) 535-8815.


THE MERGER

Background of the Merger

        As part of their ongoing evaluation of Genomic Health's business, the Genomic Health Board and Genomic Health senior management from time to time engage in the review and assessment of Genomic Health's operations, financial performance and competitive position, industry conditions, and regulatory developments that may impact Genomic Health's long-term strategic goals and plans, including the review of potential opportunities for business combinations, acquisitions and other financial and strategic alternatives as a means to enhance or improve stockholder value.

        In October 2017, Genomic Health commenced, with the assistance of its long-time financial advisor Goldman Sachs & Co. LLC ("Goldman Sachs"), a process to seek indications of interest for an acquisition of Genomic Health. Twenty-seven entities, including eighteen strategic parties (of which two parties were private equity backed) and nine private equity firms, were contacted. Exact Sciences was one of the companies that participated in the process. Sixteen of the parties contacted, including Exact Sciences, entered into confidentiality agreements and received management presentations by Genomic Health. Two non-binding initial indications of interest were received, with one indicating a price range of $32.00 to $35.00 per share and the other indicating a price range of $38.50 to $39.50 per share. Exact Sciences did not submit an indication of interest. Following the completion of due diligence by the two bidders in the second round, no final indications of interest were received. Accordingly, the process was concluded in February 2018.

        On June 11, 2019, Kevin T. Conroy, President and Chief Executive Officer of Exact Sciences, contacted Kimberly J. Popovits, Chairman of the Board, President and Chief Executive Officer of Genomic Health, to request a meeting between the two companies' management teams and to inform Ms. Popovits that she would be receiving a letter expressing Exact Sciences' interest in exploring a potential strategic combination. Ms. Popovits agreed to meet Mr. Conroy for dinner on June 13.

        On June 12, Ms. Popovits informed Julian C. Baker, lead independent director for the Genomic Health Board, of her conversation with Mr. Conroy. Also on June 12, Genomic Health and Exact Sciences entered into a mutual confidentiality agreement. The confidentiality agreement did not contain a standstill provision.

        On June 13, Ms. Popovits met with Mr. Conroy. At the meeting, Mr. Conroy delivered to Ms. Popovits a letter that contained a non-binding proposal to acquire Genomic Health for $64.00 per share, with the consideration comprising 20% cash and 80% Exact Sciences common stock (the "June 13 Proposal"). The letter indicated that the proposal was subject to customary conditions, including satisfactory completion of due diligence. In the June 13 Proposal, Exact Sciences also indicated that it would expect Genomic Health to agree to a 30-day exclusivity period. The closing price of Genomic Health common stock on June 13 was $52.41 per share.

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        On June 14, Ms. Popovits informed the Genomic Health Board and representatives of Goldman Sachs of the June 13 Proposal. Also on June 14, Ms. Popovits, G. Bradley Cole, Genomic Health's Chief Financial Officer, Frederic Pla, Genomic Health's Chief Operating Officer, and Steven Shak, Genomic Health's Chief Scientific Officer, met with Mr. Conroy, Jeffrey T. Elliott, Exact Sciences' Chief Financial Officer, and David P. Harding, Exact Sciences' Senior Vice President of Business Development. Other representatives of Genomic Health and Exact Sciences were present at the meeting. At the meeting, the Exact Sciences representatives provided an overview of Exact Sciences.

        On June 17, the Genomic Health Board held a special meeting, at which Jason W. Radford, Chief Legal Officer and Secretary of Genomic Health, and other members of Genomic Health's senior management and representatives of Goldman Sachs were in attendance. In advance of that meeting, members of the Genomic Health Board received and reviewed a presentation regarding the Genomic Health Board's fiduciary duties in connection with its evaluation of a potential business combination transaction, prepared by its external legal counsel, Pillsbury Winthrop Shaw Pittman LLP ("Pillsbury"). Ms. Popovits reviewed with the Genomic Health Board the terms of the June 13 Proposal and informed the Genomic Health Board of the meeting between the members of Genomic Health's senior management and representatives of Exact Sciences on June 14. Representatives of Goldman Sachs then presented certain preliminary financial analyses with respect to the June 13 Proposal. Representatives of Goldman Sachs also reviewed with the Genomic Health Board a summary of the process that Genomic Health had undertaken in 2017 with respect to a potential strategic transaction. The Genomic Health Board determined that the implied value of the June 13 Proposal was inadequate when evaluated against the Company's current valuation and its business prospects. The Genomic Health Board further determined that if it were to consider an improved proposal from Exact Sciences, it would also seek a greater portion of the overall consideration to be in the form of cash. The Genomic Health Board directed Ms. Popovits to inform Mr. Conroy that it rejected the June 13 Proposal.

        On June 17, Ms. Popovits informed Mr. Conroy that the Genomic Health Board had determined the June 13 Proposal to be inadequate based on the implied value of the June 13 Proposal and the inadequacy of the cash consideration incorporated into the offer.

        On June 18, Ms. Popovits, Mr. Cole, Dr. Pla and Dr. Shak had a telephone conversation with members of senior management of Exact Sciences to discuss certain due diligence related matters.

        On June 19, Mr. Conroy contacted Ms. Popovits to inform her that Exact Sciences was willing to increase its non-binding proposal to $68.00 per share, comprising 25% cash and 75% Exact Sciences common stock (the "June 19 Proposal"). Ms. Popovits informed Mr. Conroy that she would present the revised offer to the Genomic Health Board but that she believed that the Genomic Health Board would still find the proposal to be inadequate. Ms. Popovits and Mr. Conroy agreed to arrange a meeting between each of their respective financial advisors to discuss the terms of the June 19 Proposal. Later on June 19, Ms. Popovits informed the Genomic Health Board of the June 19 Proposal.

        On June 24, representatives of Goldman Sachs and of Centerview Partners ("Centerview"), a financial advisor to Exact Sciences, discussed the June 19 Proposal.

        On June 25, Exact Sciences submitted to Genomic Health a letter that contained a non-binding proposal to acquire Genomic Health for $70.00 per share, comprising 30% cash and 70% Exact Sciences common stock (the "June 25 Proposal"). In the June 25 Proposal, Exact Sciences also indicated that it would expect Genomic Health to agree to a 30-day exclusivity period. The June 25 Proposal also contained a request to meet with the Genomic Health Board at which Exact Sciences would present its views on why a potential combination of the two companies would be in the best interests of Genomic Health stockholders. Ms. Popovits communicated to Mr. Conroy that she expected that the Genomic Health Board would consider the June 25 Proposal inadequate but that she would communicate it to the Genomic Health Board for its consideration.

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        On June 26, the Genomic Health Board held a special meeting at which Mr. Radford and other members of Genomic Health's senior management and representatives of Goldman Sachs were in attendance. Ms. Popovits updated the Genomic Health Board on her recent communications with Mr. Conroy, including the June 19 Proposal, the June 25 Proposal and Exact Sciences' request for a meeting with the Genomic Health Board to present its rationale in favor of the proposed strategic combination. Representatives of Goldman Sachs then presented certain preliminary financial analyses of both the June 19 and June 25 Proposals. The Genomic Health Board then instructed Goldman Sachs to prepare a financial analysis of Genomic Health as a standalone entity compared with a pro forma financial analysis of Genomic Health combined with Exact Sciences over a multiyear period. The Genomic Health Board discussed the proposed mix of cash and Exact Sciences stock consideration and its preliminary view that the proportion of cash consideration should be increased. The Genomic Health Board also determined to allow management of Exact Sciences to present to the Genomic Health Board its views on Exact Sciences and the potential merits of a combination of the two companies.

        On June 27, the Genomic Health Board met with representatives of senior management of Exact Sciences, including Mr. Conroy, and representatives of XMS Capital Partners ("XMS"), a financial advisor to Exact Sciences, and Centerview. Mr. Radford, other members of Genomic Health's senior management and representatives of Goldman Sachs were also in attendance. Mr. Conroy presented to the Genomic Health Board Exact Sciences' rationale for a strategic combination with Genomic Health and reviewed for the Genomic Health Board Exact Sciences' operating plans and future growth prospects. After the representatives of Exact Sciences, XMS and Centerview left the meeting, the Genomic Health Board and the representatives of Genomic Health's management and Goldman Sachs discussed the presentation. The Genomic Health Board instructed Goldman Sachs to obtain multi-year projections for Exact Sciences as a standalone business for the purposes of preparing pro forma financial analyses. The Genomic Health Board determined to reconvene to review the June 25 Proposal once such information was available.

        After the meeting, the Goldman Sachs representatives asked representatives of XMS to provide the financial projections requested by the Genomic Health Board. The XMS representatives stated that Exact Sciences was not willing to provide financial projections to Genomic Health or its representatives but would be willing to participate in general due diligence discussions regarding Exact Sciences' business and generally to assist Genomic Health and its representatives in developing their own views of Exact Sciences' future prospects.

        On July 1, the Genomic Health Board held a special meeting, at which Mr. Radford and other members of Genomic Health's senior management and representatives of Goldman Sachs were in attendance. Representatives of Goldman Sachs reported that Exact Sciences was not willing to provide projections in response to Genomic Health's request. Representatives of Goldman Sachs reviewed with the Genomic Health Board consensus analyst estimates for Exact Sciences as well as illustrative adjusted projections based on Genomic Health management's diligence conducted to date, including with respect to Exact Sciences' anticipated preliminary second quarter 2019 financial results, which were expected to be announced later in July. Representatives of Goldman Sachs then reviewed with the Genomic Health Board certain preliminary financial analyses. The Genomic Health Board then discussed with members of senior management and representatives of Goldman Sachs the June 25 Proposal. Representatives of Goldman Sachs expressed their view that Exact Sciences was unlikely to increase its proposal without a counterproposal from Genomic Health based on feedback received from representatives of Centerview. Following a discussion, the Genomic Health Board then determined to make a counterproposal to Exact Sciences that would represent an overall value of $80.00 per share of Genomic Health common stock, comprising $27.50 per share in cash (representing approximately 34% of the total per share merger consideration) and $52.50 per share in Exact Sciences common stock (representing approximately 66% of the total per share merger consideration) (the "July 1

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Counterproposal"). The Genomic Health Board also determined to propose a collar in order to provide stockholders with protection in the event of a decline in the trading price of Exact Sciences common stock. The Genomic Health Board instructed Ms. Popovits to communicate the July 1 Counterproposal to Mr. Conroy.

        On July 1, Ms. Popovits communicated the July 1 Counterproposal to Mr. Conroy. During the same call, Mr. Conroy told Ms. Popovits that Exact Sciences rejected the July 1 Counterproposal, indicating to Ms. Popovits that it appeared the parties were too far apart in terms of valuation and that Exact Sciences would not make a further proposal.

        On July 2, the Genomic Health Board held a special meeting, at which Mr. Radford, other members of Genomic Health's senior management, and representatives of Goldman Sachs were in attendance. Ms. Popovits updated the Genomic Health Board on her communications with Mr. Conroy and the Genomic Health Board discussed the potential value of a combination and the potential value for Genomic Health stockholders relative to Genomic Health's standalone prospects. The Genomic Health Board instructed representatives of Goldman Sachs to contact representatives of Centerview regarding a potential transaction with a value in between the June 25 Proposal and the July 1 Counterproposal, with a collar on terms to be further negotiated (the "July 2 Counterproposal").

        On July 5, Goldman Sachs communicated the July 2 Counterproposal to representatives of Centerview. The representatives of Centerview stated that they expected Exact Sciences would reject the July 2 Counterproposal and, at the valuation proposed in the July 2 Counterproposal, Exact Sciences would decline to make a counterproposal. Further discussion ensued between the representatives of Goldman Sachs and Centerview regarding the cash component of the offer and the collar mechanism.

        Also on July 5, Mr. Conroy and Ms. Popovits continued the discussions on valuation. During that discussion, Mr. Conroy indicated to Ms. Popovits that if the Genomic Health Board was willing to move forward with an offer at $72.00 per share he would consider recommending a transaction at such valuation to the Exact Sciences Board, but that he would not be willing to recommend any transaction to the Exact Sciences Board at any higher valuation.

        On July 6, the Genomic Health Board held a special meeting, at which Mr. Radford, other members of Genomic Health's senior management, and representatives of Goldman Sachs were in attendance. Ms. Popovits updated the Genomic Health Board on Goldman Sachs' communications with representatives of Centerview and her conversations with Mr. Conroy. Representatives of Goldman Sachs presented an overview of a transaction at $72.00 per share and communicated their belief that, based on their conversations with representatives of Centerview, $72.00 per share represented the highest value that Exact Sciences would be willing to offer. Ms. Popovits communicated to the Genomic Health Board that based on her conversations with Mr. Conroy, she agreed with Goldman Sachs' belief. Representatives of Goldman Sachs provided certain preliminary financial analyses regarding the proposal and a hypothetical floating collar. The Genomic Health Board considered the current valuation of Exact Sciences' common stock relative to historical trading prices, and also considered the need to increase stockholder value over the short- and long-term, the business prospects of Genomic Health as a standalone entity, management's expectations about Genomic Health's ability to increase stockholder value over the short- and long-term and potential challenges to sustaining Genomic Health's current level of growth across the company's business. The Genomic Health Board also discussed the need to receive additional preliminary financial analyses regarding a transaction at $72.00 per share and the need to protect Genomic Health stockholders from a decline in Exact Sciences stock price between the announcement of a definitive agreement and the closing of the transaction. The Genomic Health Board then instructed representatives of Goldman Sachs to continue discussions with representatives of Centerview regarding an increase in the cash component of the offer and a two-way collar mechanism, providing a lower bound on the price of Exact Sciences common stock of $90.00 per

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share and an upper bound of $125.00 per share. The Genomic Health Board also instructed representatives of Goldman Sachs to prepare additional preliminary financial analyses for its consideration.

        On July 6 and July 7, representatives of Goldman Sachs continued to communicate with representatives of Centerview regarding the cash component of the offer and the terms of the two-way collar mechanism.

        On July 7, Mr. Conroy and Ms. Popovits continued to discuss possible terms for a transaction at $72.00 per share. Mr. Conroy informed Ms. Popovits that Exact Sciences may be willing to increase the cash component of the offer to $27.50 per share (at a $72.00 valuation) and to agree to a collar, but with a 10%, as opposed to a 15%, two-way collar mechanism, with the reference Exact Sciences stock price used to determine the midpoint of the collar equal to the 20-trading day average volume weighted average price ("VWAP") prior to signing of a definitive agreement.

        On July 8, the Genomic Health Board held a regularly scheduled meeting at which Mr. Radford, other members of Genomic Health's senior management, and representatives of Goldman Sachs and Pillsbury were in attendance. Ms. Popovits updated the Genomic Health Board on her conversations with Mr. Conroy, including the terms discussed by Ms. Popovits and Mr. Conroy on July 7 and the fact that those terms used a 20-trading day VWAP for setting the reference price for the collar. The Genomic Health Board and representatives of Goldman Sachs discussed that given the recent trading prices of Exact Sciences common stock, a longer historical averaging period would provide greater downside protection to Genomic Health stockholders. Representatives of Goldman Sachs presented its preliminary financial analyses and other transaction considerations with respect to a transaction at a $72.00 per share value, with a cash component of $27.50 and a 10% two-way collar mechanism. Goldman Sachs noted that the preliminary financial analyses were based in part on forecasts derived from Genomic Health's long-range plan that the Genomic Health Board was planning to review in further detail the next day in the continuation of the meeting. Representatives of Goldman Sachs also discussed with the Genomic Health Board that its preliminary financial analyses were based in part on consensus analyst projections for Exact Sciences, as modified by Genomic Health management based on diligence conducted on Exact Sciences, Exact Sciences' anticipated preliminary second quarter 2019 financial results, which were expected to be announced later in July, and referenced synergies estimated by Genomic Health management.

        Following discussion, the Genomic Health Board determined that while it was not prepared to agree to all of the terms discussed by Ms. Popovits and Mr. Conroy on July 7, the proposed terms represented a level of value that warranted further negotiations, in particular with respect to the two-way collar mechanism, given the desire to protect stockholders from a decline in the value of Exact Sciences common stock between signing and closing. The Genomic Health Board instructed Ms. Popovits and representatives of Goldman Sachs to communicate to Exact Sciences that a transaction at $72.00 per share, with a cash component of $27.50 and a 10% two-way collar mechanism, would be acceptable, provided that the measurement period for determining the reference stock price for the collar was based on the 45-trading day VWAP prior to signing the definitive agreement and that a shorter averaging period, such as 10 trading days, was used to set the final exchange ratio at closing of the transaction, with that shorter period to be as determined in discussions between representatives of Goldman Sachs and Centerview.

        Following the meeting, Ms. Popovits contacted Mr. Conroy and representatives of Goldman Sachs contacted representatives of Centerview to communicate the Genomic Health Board's position. Mr. Conroy indicated to Ms. Popovits that the Exact Sciences Board would discuss the proposal the next day.

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plan, discussing, among other things, the company's current areas of focus as well as growth and diversification opportunities. The Genomic Health Board provided feedback on the long-range plan. Following the meeting, members of senior management of Genomic Health, including Ms. Popovits, met with members of senior management of Exact Sciences, including Mr. Conroy, to discuss due diligence-related matters.

        On July 9, Genomic Health engaged Sullivan & Cromwell LLP ("Sullivan & Cromwell") as additional external legal counsel.

        Also on July 9, representatives of Goldman Sachs and Centerview discussed the proposed collar mechanism. Following discussions, the parties agreed on the 45-trading day VWAP to determine the boundaries for the collar mechanism, with the duration of the measurement period at closing to determine the final exchange ratio yet to be determined.

        Also on July 9, Exact Sciences sent a draft exclusivity agreement to Genomic Health.

        On July 10, members of senior management of Genomic Health and its external legal counsel had diligence discussions with members of senior management of Exact Sciences and its external legal counsel and representatives of Centerview and XMS.

        From July 10 through July 28, the parties and their respective external legal counsels discussed various due diligence topics and conducted due diligence meetings.

        On July 11, D. Scott Coward, Senior Vice President, General Counsel, Chief Administrative Officer and Secretary of Exact Sciences, followed up with Mr. Radford regarding Exact Sciences' request for an exclusivity agreement. Mr. Radford responded that the Genomic Health Board would need to see an updated proposal letter reflecting a transaction at a $72.00 per share value, with a cash component of $27.50 and a 10% two-way collar mechanism, as well as a draft of the merger agreement before it would consider any proposal to enter into an exclusivity agreement. Exact Sciences delivered to Goldman Sachs a due diligence request list of matters concerning Genomic Health that Exact Sciences desired to review to assess a proposed transaction with Genomic Health.

        On July 12, Mr. Coward and Mr. Radford again spoke about Exact Sciences' request for exclusivity and the status of the draft merger agreement. It was agreed that representatives of Skadden, Arps, Slate, Meagher & Flom LLP ("Skadden"), external legal counsel to Exact Sciences, would contact representatives of Sullivan & Cromwell to discuss the exclusivity agreement.

        On July 12, Genomic Health made available to Exact Sciences an online datasite containing certain information with respect to Genomic Health.

        On July 14, Genomic Health delivered to Exact Sciences a due diligence request list of matters concerning Exact Sciences that Genomic Health would like to review to assess a proposed transaction with Exact Sciences.

        From July 15 through July 26, representatives of Exact Sciences and Genomic Health engaged in due diligence of the other party and various discussions regarding potential synergies that might be achieved by the combined company. Multiple in-person and telephonic due diligence sessions were completed on matters including commercial, scientific, operations, finance, accounting, legal, intellectual property and human resources matters.

        On July 15, Mr. Coward informed Mr. Radford that Exact Sciences would not require an exclusivity agreement.

        Also on July 15, Dr. Pla received a telephone call from a financial advisor to an unnamed strategic party ("Party A") seeking an introduction to Genomic Health on behalf of Party A. The financial advisor indicated that Party A was evaluating business opportunities in healthcare and Genomic Health was one of the companies with which Party A was interested in speaking. The financial advisor

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reported that it was having a conversation with its client on July 18 and would contact Dr. Pla again the following week. Dr. Pla responded that Genomic Health was always interested in talking with potential parties and encouraged the financial advisor to reach out quickly if Party A continued to be interested in a meeting.

        On July 16, a representative of Pillsbury discussed the tax structure of the proposed transaction with a representative of Skadden.

        On July 16, representatives of Skadden sent a draft merger agreement to representatives of Sullivan & Cromwell and Pillsbury, which included, among other things, a 3.75% termination fee payable by Genomic Health in the event that, among other situations, Genomic Health were to terminate the merger agreement to enter into an alternative transaction. The draft agreement also contained a provision indicating that Exact Sciences would not be required to undertake any divestitures in order to obtain required regulatory approval. The draft agreement also contemplated that unspecified stockholders would enter into a voting agreement in connection with the transaction.

        On July 18, the Genomic Health Board held a special meeting, at which members of senior management and representatives of Goldman Sachs, Sullivan & Cromwell and Pillsbury were in attendance. In advance of the meeting, the Board received information regarding Goldman Sachs' prior business relationships with Exact Sciences. Ms. Popovits and representatives of Goldman Sachs updated the Genomic Health Board on the parties' agreement on the use of a 45-trading day VWAP and due diligence discussions. A representative of Sullivan & Cromwell reviewed for the Genomic Health Board its fiduciary duties under Delaware law, and representatives of Sullivan & Cromwell and Pillsbury reviewed and discussed various issues raised by the initial draft merger agreement, including the amount of the termination fee, and also informed the Genomic Health Board of the request that certain unspecified stockholders enter into voting agreements. The Genomic Health Board discussed whether to explore other strategic alternatives and determined not to do so at this time, based in part upon the advice of representatives of Goldman Sachs, who explained their belief that in light of the late 2017-early 2018 process conducted by Genomic Health in which no final indications of interest were received, of the prior participants in that process, only Exact Sciences was in a position to participate in a transaction currently, and that it was very unlikely that any other company would make an offer that was competitive with the Exact Sciences proposal. The Genomic Health Board also discussed the risk that exploring other strategic alternatives could significantly disrupt Genomic Health's business, give rise to potential confidentiality issues and leak exposure, and jeopardize the current proposed transaction with Exact Sciences.

        Also on July 18, representatives of Skadden sent representatives of Sullivan & Cromwell a form of voting agreement, which Exact Sciences proposed would be entered into by Dr. Felix J. Baker and Mr. Julian C. Baker, two directors of Genomic Health, and certain funds advised by an entity affiliated with Dr. Felix J. Baker and Mr. Julian C. Baker (collectively, the "BBI Parties") and named executive officers of Genomic Health holding 1% or more of the outstanding shares of Genomic Health common stock, based on the information contained in Genomic Health's most recent proxy statement. The draft voting agreement would require the parties to vote their shares of Genomic Health common stock in favor of the transaction and would restrict them from disposing of their shares of Genomic Health common stock prior to closing of the transaction.

        On July 19, representatives of Sullivan & Cromwell and Pillsbury sent a revised draft of the merger agreement to representatives of Skadden which, among other things, proposed a 2.75% termination fee, revised the circumstances in which Exact Sciences may terminate the merger agreement and also revised the circumstances in which Genomic Health would be required to pay a termination fee. The draft also proposed that Exact Sciences would be required to make any divestitures necessary to obtain required regulatory approval, subject to there not being a material adverse effect on Genomic Health

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or Exact Sciences, and contained proposals regarding the treatment of employee equity awards and other employee benefit matters.

        On July 21, representatives of Skadden sent a revised draft of the merger agreement to representatives of Sullivan & Cromwell and Pillsbury, which did not provide a response to the proposed 2.75% termination fee, revised the circumstances in which the termination fee would be payable and in which Exact Sciences would be permitted to terminate the merger agreement, and contained various proposals regarding employee benefits matters.

        On July 22, representatives of Sullivan & Cromwell and Akin Gump Strauss Hauer & Feld LLP ("Akin Gump"), legal counsel to the BBI Parties, sent a revised draft of the voting agreement to Skadden, which included certain limited exceptions from the agreement's transfer restrictions. Skadden also informed Sullivan & Cromwell and Akin Gump that it was no longer requesting that those certain named executive officers enter into voting agreements.

        Also on July 22, Mr. Conroy contacted Ms. Popovits to discuss various due diligence items. Mr. Conroy proposed a potential adjustment to the VWAP averaging period used to determine the reference point for the collar, reducing the period from 45 trading days prior to signing of a merger agreement to 40 trading days. Ms. Popovits expressed her disagreement with the proposal and stated that it would be important to have confirmation that there are no other issues outstanding regarding the economics of the transaction.

        Later in the day on July 22, representatives of Skadden sent a revised draft of the voting agreement to representatives of Akin Gump. The draft removed certain of the exceptions from the transfer restrictions that were included in the BBI Parties' draft of July 22.

        On July 23, representatives of Akin Gump sent a revised draft of the voting agreement to Skadden, which provided an exception from the transfer restrictions for the disposition of up to 631,000 shares of Genomic Health common stock for charitable donation purposes.

        Also on July 23, representatives of Sullivan & Cromwell had a conversation with representatives of Skadden regarding the treatment of employee equity awards in the merger.

        After market close on July 23, S&P Dow Jones Indices announced that Genomic Health common stock would be included in the S&P SmallCap 600 effective prior to the open of trading on July 29. The closing price of Genomic Health common stock on July 23 was $56.77 per share. On July 24, the closing price was $65.22 per share.

        On July 24, Mr. Conroy, Mr. Elliott, Ms. Popovits, Mr. Cole, Mr. Radford and representatives of Goldman Sachs and Centerview had a telephone call to provide Genomic Health's senior management an opportunity to conduct further due diligence on Exact Sciences' business and prospects. Following the call, Mr. Cole and Mr. Elliott had further discussions regarding Genomic Health's estimated synergies for the proposed transaction.

        Also on July 24, representatives of Sullivan & Cromwell, Pillsbury and Skadden met telephonically to discuss the revised merger agreement sent by Skadden on July 21, and to negotiate certain terms. The principal points of negotiation of the terms of the merger agreement included termination rights and triggers for the termination fee, the no-shop and other related provisions of the merger agreement, Exact Sciences' obligations with respect to obtaining regulatory approval for the transaction and the scope of the director and officer indemnification provisions.

        Also on July 24, representatives of Skadden sent to representatives of Sullivan & Cromwell proposals with respect to the treatment of equity awards in the merger as well as certain other employee benefits matters.

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        Also on July 24, Ms. Popovits had an additional conversation with the financial advisor to Party A. The financial advisor reported that Party A, which remained unnamed but was characterized as being based outside of the United States, was in early stages of considering whether to enter the U.S. healthcare market via an acquisition or other strategic transaction and that it was looking for an introduction to three U.S. healthcare companies, including Genomic Health. Ms. Popovits indicated to the financial advisor that Genomic Health was willing to be introduced to Party A.

        On July 25, representatives of Sullivan & Cromwell conveyed to representatives of Skadden a revised proposal for the treatment of employee equity awards in the merger and also for certain other employee benefits matters. Also on that day, representatives of Skadden sent a revised draft of the merger agreement to representatives of Sullivan & Cromwell and Pillsbury, which set forth proposals with respect to the agreement's provisions regarding representations and warranties, interim operating covenants and certain employee-related matters. Representatives of Skadden also sent to representatives of Akin Gump a revised voting agreement.

        In the evening of July 25, Mr. Conroy contacted Ms. Popovits. They discussed Exact Sciences' ongoing due diligence with respect to Genomic Health. Mr. Conroy proposed a 15% two-way collar and a reference stock price for the collar based on the 20-trading day VWAP. Ms. Popovits expressed her disagreement with the proposal and her expectation that the Genomic Health Board would not accept it, but indicated that she would inform the Genomic Health Board and discuss it.

        On July 26, the Genomic Health Board held a special meeting, at which Mr. Radford and other members of senior management and representatives of Goldman Sachs, Pillsbury and Sullivan & Cromwell were in attendance. Ms. Popovits related Mr. Conroy's proposal to change the collar mechanism to a 15% two-way collar based on a 20-trading day VWAP. Representatives of Goldman Sachs reviewed for the Genomic Health Board revised projections for the pro forma combined company prepared by Genomic Health management based on consensus analyst estimates with adjustments based on additional diligence completed by Genomic Health, including with respect to Exact Sciences' second quarter 2019 financial results and 2019 revised revenue guidance. The Genomic Health Board discussed Mr. Conroy's proposal, noting the increase in the price of Genomic Health common stock since the parties had verbally agreed on July 9 to a proposed transaction based on a $72.00 per share price and 10% up and down collar mechanism based on a 45-trading day VWAP and that in Genomic Health management's view none of the issues identified by Exact Sciences in the diligence process warranted a change in the terms of the transaction. Accordingly, the Genomic Health Board agreed that Ms. Popovits should inform Mr. Conroy of the Genomic Health Board's rejection of Mr. Conroy's proposal and the Genomic Health Board's expectation that the parties would continue negotiations based on the July 9 verbally agreed upon consideration. Following up on the discussion at the July 18 Genomic Health Board meeting, the representatives from Goldman Sachs noted to the Genomic Health Board that Goldman Sachs did not believe that financial sponsors were likely to be able to offer consideration approaching the consideration verbally offered by Exact Sciences.

        After the Genomic Health Board meeting concluded, representatives of Goldman Sachs delivered the Genomic Health Board's rejection of Mr. Conroy's proposal to representatives of Centerview.

        On July 26, representatives of Akin Gump contacted representatives of Skadden to inform them that the BBI Parties were no longer willing to agree to transfer restrictions on their shares between signing and closing, but would still agree to vote in favor of the transaction.

        Later in the day on July 26, Mr. Conroy contacted Ms. Popovits to propose an asymmetrical collar, with the lower bound at 10% below a reference point of $116.00 (representing $104.40) and the upper bound at 12.5% above the reference point (representing $130.50). Ms. Popovits expressed her disagreement with proposal and her expectation that the Genomic Health Board would not accept it, but indicated that she would inform the Genomic Health Board and discuss it. Mr. Conroy also communicated that to mitigate the risk of leaks, among other things, Exact Sciences would like to sign

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the merger agreement over the weekend and announce the transaction on the morning of Monday, July 29.

        Representatives of Centerview contacted Goldman Sachs in order to further discuss the terms of the collar, based on Mr. Conroy's proposal.

        In the morning of July 27, Mr. Conroy contacted Ms. Popovits on multiple occasions to discuss ongoing diligence and to convey his concern regarding the risk of leaks and his desire to reach agreement and announce a transaction on the morning of Monday, July 29. During those conversations, Mr. Conroy also proposed a termination fee of 3.25%. Lastly, he emphasized the importance of having a voting agreement from Genomic Health's largest stockholder, and that the voting agreement would also need to include a transfer restriction.

        On July 27, the Genomic Health Board held a special meeting, at which Mr. Radford and other members of senior management and representatives of Goldman Sachs, Pillsbury and Sullivan & Cromwell were in attendance. Ms. Popovits and representatives of Goldman Sachs updated the Genomic Health Board on conversations with Mr. Conroy and representatives of Centerview, respectively, in the past 24 hours. The Genomic Health Board extensively discussed the revised Exact Sciences proposal, and determined to continue with the contemplated transaction on the price terms previously agreed (with the 10% up and down collar with endpoints based on a 45-trading day VWAP) and to reject any proposed revisions to the collar mechanism by Exact Sciences. In its discussions, the Genomic Health Board noted the ability of the company's stockholders to participate in the potential upside and growth provided by the combined company, the prices at which Exact Sciences common stock traded over the past year, and the absence of any significant developments involving Genomic Health's or Exact Sciences' respective businesses and long-term prospects since the time the original terms were agreed upon, among others. The Genomic Health Board acknowledged that the premium represented by the price offered had decreased as a result of the increase in the market price of the Genomic Health common stock over the past week, but noted the absence of any significant developments in Genomic Health's and Exact Sciences' respective businesses and long-term prospects since the time the original deal terms were agreed upon. Dr. Felix J. Baker and Mr. Julian C. Baker also reported on the BBI Parties' expectations with respect to the proposed voting agreement. The Genomic Health Board then gave direction to representatives of Goldman Sachs with respect to communications with representatives of Centerview, and also directed the company's legal team to stop work until Exact Sciences confirmed that it was willing to proceed on the terms originally agreed.

        Following the Genomic Health Board meeting, representatives of Goldman Sachs communicated the Genomic Health Board's determination to representatives of Centerview. Mr. Conroy then contacted Ms. Popovits to convey Exact Sciences' acceptance of the collar as originally proposed. He also indicated that Exact Science would not be willing to proceed with the transaction without a voting agreement containing a transfer restriction and reiterated his request for a 3.25% termination fee.

        Also on July 27, representatives of Sullivan & Cromwell and Pillsbury sent a revised draft of the merger agreement to representatives of Skadden, which included, among other things, a 3.1% termination fee, a 10-trading day averaging period for determining the final exchange ratio at closing of the transaction and the director and officer indemnification provisions as previously proposed by Genomic Health.

        Also on July 27, representatives of Akin Gump communicated to representatives of Skadden that the BBI Parties were not prepared to accept the voting agreement as written and proposed that the BBI Parties could elect to terminate the voting agreement in certain circumstances.

        Also on July 27, representatives of Pillsbury and representatives of Genomic Health, including Mr. Radford, had discussions with representatives of Skadden and representatives of Exact Sciences,

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including Mr. Coward, regarding the scope of the representations and warranties and interim operating covenants in the draft agreement.

        Also on July 27, rumors of a potential transaction between the two parties were reported in the financial press.

        Mr. Conroy informed Ms. Popovits that he was unwilling to proceed with a transaction without a voting agreement containing a transfer restriction and that he was unwilling for the voting agreement to provide that the BBI Parties could terminate the voting agreement. Representatives of Centerview also conveyed to representatives of Goldman Sachs the same message.

        Later in the day on July 27, representatives of Akin Gump conveyed to representatives of Skadden that the BBI Parties were willing to enter into a voting agreement with transfer restrictions (subject to certain limited exceptions) and an agreement to vote in favor of the merger.

        Throughout the day on July 27, Mr. Conroy and Ms. Popovits had multiple conversations regarding diligence and open issues in the merger agreement, including certain employee benefits-related matters.

        In the evening of July 27, representatives of Skadden sent a revised draft of the merger agreement to representatives of Sullivan & Cromwell and Pillsbury, which included, among other things, a 3.25% termination fee, a 20-trading day averaging period for determining the final exchange ratio, revisions to the scope of the director and officer indemnification provisions and proposals with respect to certain outstanding interim operating covenant and employee-related matters.

        Also in the evening of July 27, representatives of Skadden sent a revised draft of the voting agreement to representatives of Akin Gump, which included a restriction on the ability of the BBI Parties to transfer their interests in Genomic Health prior to closing of the merger, subject to certain exceptions, including for an aggregate of 631,000 shares. The BBI Parties informed Genomic Health that certain of the BBI Parties might transfer those shares in the course of winding up certain older funds, potentially facilitating one or more charitable contributions by recipients.

        During the day on July 28, representatives of Pillsbury and of Sullivan & Cromwell had multiple conversations with representatives of Skadden regarding the scope of the representations and warranties, interim operating covenants and employee-related matters, as well as the status of open items in the draft merger agreement. Also during the day on July 28, Ms. Popovits had multiple conversations with Mr. Conroy regarding diligence matters and the open issues in the draft merger agreement, including regarding the number of trading days in the final averaging period and employee benefits matters.

        Late in the day on July 28, Mr. Conroy conveyed to Ms. Popovits that Exact Sciences was prepared to execute a transaction with a 3.25% termination fee and a 15-trading day averaging period for purposes of determining the final exchange ratio. Ms. Popovits conveyed to Mr. Conroy that she would need to bring this proposal to the Genomic Health Board, which would be considered along with any other open points in the merger agreement.

        On July 28, the Genomic Health Board held a special meeting, at which Mr. Radford and other members of senior management and representatives of Goldman Sachs, Pillsbury and Sullivan & Cromwell were in attendance. Representatives of Sullivan & Cromwell and Pillsbury updated the Genomic Health Board on the open items in the draft merger agreement, including the averaging period, termination fee and the scope of the director and officer indemnity and also presented an overall summary of the key terms of the merger agreement and the voting agreement. Representatives of Goldman Sachs then reviewed with the Genomic Health Board Goldman Sachs' financial analyses with respect to the proposed merger consideration. Representatives of Goldman Sachs then delivered to the Genomic Health Board Goldman Sachs' oral opinion (to be subsequently confirmed in writing) that, as of July 28, 2019 and subject to the factors and assumptions set forth in Goldman Sachs' written

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opinion, the merger consideration to be paid to holders (other than Exact Sciences and its affiliates) of Genomic Health common stock pursuant to the merger agreement was fair from a financial point of view to such holders. The Genomic Health Board indicated its satisfaction with the merger agreement, subject to resolving the final open items in the merger agreement, which the Genomic Health Board discussed. The Genomic Health Board instructed management and representatives of Sullivan & Cromwell to go back to Exact Sciences with Genomic Health's proposed scope for the director and officer indemnification provisions and to agree to a 15-trading day averaging period for purposes of determining the final exchange ratio and a termination fee equal to 3.25% of equity value. The Genomic Health Board then recessed in order for management and representatives of Sullivan & Cromwell to go back to Exact Sciences.

        Representatives of Sullivan & Cromwell then contacted a representative of Skadden to communicate that Genomic Health was willing to proceed based upon Genomic Health's proposed director and officer indemnity scope, a termination fee of 3.25% and a 15-trading day averaging period for purposes of determining the final exchange ratio. Members of senior management, including Ms. Popovits, also conveyed this message to members of senior management of Exact Sciences, including Mr. Conroy.

        Mr. Conroy informed Ms. Popovits of Exact Sciences' agreement with Genomic Health's proposed resolution of the open points. Separately, a representative of Skadden informed representatives of Sullivan & Cromwell of Exact Sciences' agreement with Genomic Health's proposed resolution of the open points.

        The Genomic Health Board then reconvened, with members of management and representatives of Sullivan & Cromwell and Pillsbury present. Ms. Popovits reported to the Genomic Health Board that Exact Sciences had agreed to the proposal made by Genomic Health. After discussion, the Genomic Health Board unanimously approved the merger agreement, determined that the merger agreement and the transactions contemplated by the merger agreement were advisable to and in the best interests of Genomic Health and its stockholders and resolved, subject to the terms of the merger agreement, to recommend that Genomic Health stockholders adopt the merger agreement and approve the merger.

        Late in the evening on July 28, Genomic Health and Exact Sciences executed the merger agreement and Exact Sciences and the BBI Parties executed the voting agreement.

        On July 29, Genomic Health and Exact Sciences issued a joint press release regarding the execution and delivery of the merger agreement, and each company issued an earnings release with its second quarter 2019 financial results.

Genomic Health Board of Directors' Recommendation and Reasons for the Merger

        On July 28, 2019, the Genomic Health Board unanimously (1) approved and declared advisable the merger agreement and the transactions contemplated by the merger agreement; (2) determined that the merger agreement and the transactions contemplated by the merger agreement are advisable to and in the best interests of Genomic Health and Genomic Health stockholders; (3) directed that the merger proposal be submitted to a vote of Genomic Health stockholders; and (4) recommended that the stockholders of Genomic Health vote "FOR" the merger proposal.

        In evaluating the merger agreement and the transactions contemplated by the merger agreement, the Genomic Health Board consulted with Genomic Health's management and legal and financial advisors. In recommending that Genomic Health stockholders vote their shares of common stock in

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favor of the merger proposal, the Genomic Health Board considered a number of factors, including the following (not necessarily listed in order of relative importance):

    Genomic Health's business and operations and its current and historical financial condition and results of operations;

    Genomic Health's strategic plan and related financial projections and the risks and uncertainties in executing on the strategic plan and achieving such financial projections, including risks related to the fact that the company's financial results depend largely on the sales from one test, increased competition and the regulatory environment in which Genomic Health does business, and the "risk factors" set forth in Genomic Health's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019, and subsequent reports filed with the SEC;

    The perceived risks of continuing as a standalone public company and the assessment that no other alternatives were reasonably likely in the near term to create greater value for Genomic Health stockholders than the merger, taking into account business, industry, competitive and market risks;

    The historic trading ranges of Genomic Health common stock and the potential trading range of Genomic Health common stock absent announcement of the merger agreement;

    Various financial analyses of Genomic Health as an independent company and Exact Sciences on a pro forma basis following the merger;

    The fact that the implied value of the merger consideration at the offer price of $72.00 per share of Genomic Health common stock represents:

    a premium of 5% to the closing price per share of Genomic Health common stock on July 26, 2019,

    a premium of 34% to the closing price per share of Genomic Health common stock on June 26, 2019, and

    a premium of 22% to the 45-day average VWAP for Genomic Health common stock as of July 26, 2019;

    The fact that a substantial portion of the merger consideration consists of cash, providing Genomic Health stockholders with certainty of value and liquidity upon completion of the merger for such portion of the consideration, along with a significant stock component, which provides Genomic Health stockholders with participation in the upside potential of a larger, more diversified company or with liquidity should any Genomic Health stockholder not wish to retain its Exact Sciences common stock;

    The historic trading ranges of Exact Sciences common stock;

    The fact that the merger consideration was the result of extensive negotiations between Genomic Health and Exact Sciences and their respective advisors and the Genomic Health Board's belief, after consultation with its financial advisor, that the merger consideration represented the highest price that Exact Sciences was willing to pay;

    The fact that the stock portion of the merger consideration is based upon a floating exchange ratio and subject to a $98.79 to $120.75 collar range, which provides protection within the range of the collar against a downward movement in the market price of Exact Sciences common stock prior to completion of the merger;

    The fact that the value of the merger consideration payable to Genomic Health stockholders could increase in the event that the market price of Exact Sciences common stock increases above the high end of the collar of $120.75 prior to completion of the merger;

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    The expectation that the combined company will recognize anticipated annualized cost synergies following consummation of the proposed transaction, which Genomic Health stockholders will benefit from as continuing stockholders of Exact Sciences;

    The solicitation process conducted by the Genomic Health Board from October 2017 to February 2018, with the assistance of Goldman Sachs, and the fact that the process did not result in any proposals to acquire Genomic Health, as well as the Genomic Health Board's belief, after consultation with its financial advisor, that none of the other participants in the prior process were likely to be in a position to propose an offer comparable to the offer presented by Exact Sciences and that it was very unlikely that any other company would make an offer that was competitive with the Exact Sciences proposal;

    The opinion of Goldman Sachs, delivered to the Genomic Health Board on July 28, 2019, that, as of such date and based upon and subject to the factors and assumptions set forth in such opinion, the merger consideration to be paid to the holders (other than Exact Sciences and its affiliates) of shares of Genomic Health common stock pursuant to the merger agreement was fair from a financial point of view to such holders, and the related financial and comparative analyses performed by Goldman Sachs in connection with delivering its opinion, as more fully described below under the caption "—Opinion of Genomic Health's Financial Advisor" beginning on page 62. The full text of the written opinion of Goldman Sachs & Co. LLC, dated July 28, 2019, which sets forth assumptions made, procedures followed, matters considered and limitations on the reviews undertaken in connection with the opinion, is attached as Annex E to this proxy statement/prospectus, and is incorporated herein by reference;

    Genomic Health's ability under the merger agreement, subject to certain conditions, to provide information to and engage in discussions or negotiations with third parties that make unsolicited bona fide written alternative acquisition proposals;

    That if Genomic Health were to receive an alternative acquisition proposal from a third party that the Genomic Health Board determines, in good faith, after consultation with outside financial advisors and outside legal counsel, is reasonably likely to lead to a superior proposal, under the merger agreement, the Genomic Health Board would be able, subject to certain conditions, to consider such superior proposal and change its recommendation that Genomic Health stockholders vote in favor of the merger proposal and/or terminate the merger agreement in order to pursue such superior proposal;

    The ability under the merger agreement for the Genomic Health Board, subject to certain conditions, to change its recommendation in favor of the merger in response to an intervening event if the Genomic Health Board determines, in good faith, after consultation with its outside financial advisors and outside legal counsel, that failure to take such action would be inconsistent with its fiduciary duties;

    The other termination provisions contained in the merger agreement, including the fact that the Genomic Health Board believed that the termination fee of $92,400,000 is reasonable in light of, among other things, the benefits of the merger to Genomic Health stockholders, the typical size of such fees in similar transactions and the likelihood that such a fee would not preclude or unreasonably restrict the emergence of alternative acquisition proposals;

    The likelihood of completion of the merger, taking into account:

    the fact that the conditions to the merger are limited and customary;

    the fact that Exact Science's obligations pursuant to the merger agreement are not subject to any financing condition or similar contingency that is based on Exact Sciences' ability to obtain financing;

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      the ability of Genomic Health to specifically enforce the merger agreement, including Exact Sciences' obligation to consummate the merger, subject to the terms and conditions therein; and

      the obligation of the parties to use reasonable best efforts to obtain approvals or clearances from applicable antitrust and competition authorities.

    The Genomic Health Board's knowledge of Exact Sciences, taking into account publicly available information regarding Exact Sciences and the results of Genomic Health's due diligence review of Exact Sciences;

    The likelihood that Exact Sciences would be able to finance the merger given Exact Sciences' financial resources and financial profile;

    The fact that the merger agreement was the product of arm's-length negotiations and contained terms and conditions that are, in the Genomic Health's view, favorable to Genomic Health and its stockholders;

    The fact that the merger agreement was unanimously approved by the Genomic Health Board, which is comprised of a majority of independent directors who are not affiliated with Exact Sciences and are not employees of Genomic Health or any of its subsidiaries, and which received advice from Genomic Health's financial and legal advisors in evaluating, negotiating and recommending the terms of the merger agreement;

    The condition to completing the merger that the merger must be approved by the holders of a majority of the outstanding shares of Genomic Health common stock so that stockholders will have the right to approve or disapprove of the merger; and

    The availability of appraisal rights to Genomic Health stockholders who comply with specified procedures under Delaware law.

        The Genomic Health Board also considered a number of uncertainties, risks and other factors in its deliberations concerning the merger and the other transactions contemplated by the merger agreement, including the following (not necessarily listed in order of relative importance):

    The fact that Genomic Health stockholders would forgo the opportunity to realize the potential long-term value of the successful execution of Genomic Health's current strategy as an independent company;

    The fact that the value of the merger consideration payable to Genomic Health stockholders could decrease in the event that the market price of Exact Sciences common stock decreases below the low end of the collar of $98.79 prior to completion of the merger;

    The fact that, under specified circumstances, Genomic Health may be required to pay a $92,400,000 termination fee in the event the merger agreement is terminated and the effect this could have on Genomic Health, including the possibility that the termination fee payable by Genomic Health to Exact Sciences upon the termination of the merger agreement under certain circumstances could discourage some potential acquirers from making an alternative acquisition proposal, although the Genomic Health Board believes that the termination fee is reasonable in amount and would not unduly deter any other party that might be interested in acquiring Genomic Health;

    The fact that Felix J. Baker and Julian C. Baker, directors of Genomic Health, and certain funds advised by an entity affiliated with Felix J. Baker and Julian C. Baker have agreed to vote the shares of common stock beneficially owned by them, representing in the aggregate approximately 25.3% of the outstanding shares of Genomic Health common stock (based on the total number of shares of common stock outstanding as of July 28, 2019) in accordance with, and subject to,

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      the terms and conditions of the voting agreements, even if the Genomic Health Board were to withdraw its recommendation that stockholders approve the transaction, and the fact that the voting agreements could discourage some potential acquirers from making an alternative acquisition proposal;

    The significant costs involved in connection with entering into and completing the merger and the substantial time and effort of management required to complete the merger, which could affect Genomic Health's business operations;

    The impact of the announcement, pendency or completion of the merger, or the failure to complete the merger, on Genomic Health's relationships with its employees (including making it more difficult to attract and retain key personnel and the possible loss of key management and other personnel), payers, customers and suppliers (including as a result of payer or other contracts with provisions that require consent for, or have implications upon, a change of control of Genomic Health);

    The restrictions in the merger agreement on Genomic Health's conduct of business prior to completion of the merger, which could delay or prevent Genomic Health from undertaking business opportunities that may arise, or taking other actions with respect to its operations that the Genomic Health Board and management might believe are appropriate or desirable;

    The risk that the merger may not be consummated despite the parties' efforts or that consummation may be unduly delayed, including the possibility that the conditions to the parties' obligations to complete the merger, including receipt of required regulatory approvals, may not be satisfied and the potential resulting disruptions to Genomic Health's business;

    The fact that receipt of the merger consideration would be taxable to Genomic Health stockholders that are treated as U.S. holders for U.S. federal income tax purposes;

    The fact that while Genomic Health expects the merger to be completed if the merger proposal is approved by Genomic Health stockholders, there can be no assurance that all conditions to the parties' obligations to complete the merger will be satisfied;

    The risk that Genomic Health stockholders do not approve the merger proposal;

    The fact that the market price of Genomic Health common stock could be affected by many factors if the merger agreement were terminated, including: (1) if the merger agreement is terminated, the reason or reasons for such termination and whether such termination resulted from factors adversely affecting Genomic Health; (2) the possibility that as a result of the termination of the merger agreement possible acquirers may consider Genomic Health to be a less attractive acquisition candidate; and (3) the possible sale of Genomic Health common stock by short-term investors following an announcement that the merger agreement was terminated;

    The challenges inherent in the combination of two businesses of the size and complexity of Genomic Health and Exact Sciences, and the risks of not being able to realize the anticipated synergies and other anticipated benefits of the merger within the contemplated timeframe or at all;

    The fact that Genomic Health's directors and executive officers have financial interests in the transactions that are not shared by all Genomic Health stockholders, including interests of the type and nature described in "—Interests of Certain Persons in the Merger" beginning on page 75;

    The risk of litigation, injunctions or other legal proceedings related to the transaction; and

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    The risks of the type and nature described under "Risk Factors" beginning on page 34 and the matters described under "Cautionary Note Regarding Forward-Looking Statements" beginning on page 32.

        The Genomic Health Board believed that, overall, the potential benefits of the merger to Genomic Health stockholders outweighed the risks and uncertainties of the merger.

        This discussion of the information and factors considered by the Genomic Health Board in reaching its conclusions and recommendation includes the principal factors considered by the Genomic Health Board, but is not intended to be exhaustive and may not include all of the factors considered by the Genomic Health Board. In view of the wide variety of factors considered in connection with its evaluation of the merger and the other transactions contemplated by the merger agreement, and the complexity of these matters, the Genomic Health Board did not find it useful and did not attempt to quantify, rank or assign any relative or specific weights to the various factors that it considered in reaching its determination to approve the merger and the other transactions contemplated by the merger agreement, and to make its recommendation to Genomic Health stockholders. Rather, the Genomic Health Board viewed its decisions as being based on the totality of the information presented to it and the factors it considered, including its discussions with, and questioning of, members of Genomic Health's management and advisors, as well as its experience and history. In addition, individual members of the Genomic Health Board may have assigned different weights to different factors.

        Certain of Genomic Health's directors and executive officers have interests in the merger that are different from, or in addition to, those of Genomic Health stockholders. The Genomic Health Board was aware of and considered these potential interests, among other matters, in evaluating the merger and in making its recommendation to Genomic Health stockholders. For a discussion of these interests, see "—Interests of Certain Persons in the Merger" beginning on page 75.

        The Genomic Health Board unanimously determined that the merger agreement and the transactions contemplated by the merger agreement were advisable to and in the best interests of Genomic Health and its stockholders and approved the merger agreement. Accordingly, the Genomic Health Board unanimously recommends that Genomic Health stockholders vote "FOR" the merger proposal at the special meeting.

Opinion of Genomic Health's Financial Advisor

Opinion of Goldman Sachs

        Goldman Sachs delivered its opinion to the Genomic Health Board that, as of July 28, 2019 and based upon and subject to the factors and assumptions set forth therein, the aggregate of $27.50 in cash and the shares of Exact Sciences common stock equal to the exchange ratio (as defined in the merger agreement) to be paid to the holders (other than Exact Sciences and its affiliates) of shares of Genomic Health common stock pursuant to the merger agreement was fair from a financial point of view to such holders.

        The full text of the written opinion of Goldman Sachs, dated July 28, 2019, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached as Annex E. Goldman Sachs provided advisory services and its opinion for the information and assistance of the Genomic Health Board in connection with its consideration of the merger. The Goldman Sachs opinion is not a recommendation as to how any holder of Genomic Health common stock should vote with respect to the merger, or any other matter.

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        In connection with rendering the opinion described above and performing its related financial analyses, Goldman Sachs reviewed, among other things:

    the merger agreement;

    annual reports to stockholders and Annual Reports on Form 10-K of Genomic Health and Exact Sciences for the five years ended December 31, 2018;

    certain interim reports to stockholders and Quarterly Reports on Form 10-Q of Genomic Health and Exact Sciences;

    certain publicly available research analyst reports for Genomic Health and Exact Sciences;

    certain other communications from Genomic Health and Exact Sciences to their respective stockholders; and

    certain internal financial analyses and forecasts for Genomic Health prepared by its management and for Exact Sciences standalone prepared by Genomic Health's management, and certain financial analyses and forecasts for Exact Sciences pro forma for the transaction prepared by Genomic Health's management, in each case, as approved for Goldman Sachs' use by Genomic Health, which are referred to as the management forecasts, including certain operating synergies projected by Genomic Health's management to result from the merger, as approved for Goldman Sachs' use by Genomic Health, which are referred to as the synergies.

        Goldman Sachs also held discussions with members of the senior managements of Genomic Health and Exact Sciences regarding their assessment of the strategic rationale for, and the potential benefits of, the merger and the past and current business operations, financial condition, and future prospects of Genomic Health and Exact Sciences; reviewed the reported price and trading activity for Genomic Health common stock and Exact Sciences common stock; compared certain financial and stock market information for Genomic Health and Exact Sciences with similar information for certain other companies the securities of which are publicly traded; reviewed the financial terms of certain recent business combinations in the diagnostic services industry and in other industries; and performed such other studies and analyses, and considered such other factors, as it deemed appropriate.

        For purposes of rendering its opinion, Goldman Sachs, with Genomic Health's consent, relied upon and assumed the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information provided to, discussed with or reviewed by it, without assuming any responsibility for independent verification thereof. In that regard, Goldman Sachs assumed with Genomic Health's consent that the management forecasts, including the synergies, were reasonably prepared on a basis reflecting the best currently available estimates and judgments of Genomic Health's management. Goldman Sachs did not make an independent evaluation or appraisal of the assets and liabilities (including any contingent, derivative or other off-balance-sheet assets and liabilities) of Genomic Health or Exact Sciences or any of their respective subsidiaries and it was not furnished with any such evaluation or appraisal. Goldman Sachs assumed that all governmental, regulatory or other consents and approvals necessary for the consummation of the merger would be obtained without any adverse effect on Genomic Health or Exact Sciences or on the expected benefits of the merger in any way meaningful to its analysis. Goldman Sachs also assumed that the merger would be consummated on the terms set forth in the merger agreement, without the waiver or modification of any term or condition the effect of which would be in any way meaningful to its analysis.

        Goldman Sachs' opinion does not address the underlying business decision of Genomic Health to engage in the merger or the relative merits of the merger as compared to any strategic alternatives that may be available to Genomic Health; nor does it address any legal, regulatory, tax or accounting matters. Since February 2018, Goldman Sachs was not requested to solicit, and did not solicit, interest from other parties with respect to an acquisition of, or other business combination with, Genomic

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Health or any other alternative transaction. Goldman Sachs' opinion addresses only the fairness from a financial point to the holders (other than Exact Sciences and its affiliates) of shares of Genomic Health common stock, of the consideration to be paid to such holders pursuant to the merger agreement. Goldman Sachs' opinion does not express any view on, and does not address, any other term or aspect of the merger agreement or the merger or any term or aspect of any other agreement or instrument contemplated by the merger agreement or entered into or amended in connection with the merger, including the fairness of the merger to, or any consideration received in connection therewith by, the holders of any other class of securities, creditors, or other constituencies of Genomic Health; nor as to the fairness of the amount or nature of any compensation to be paid or payable to any of the officers, directors or employees of Genomic Health or Exact Sciences, or class of such persons in connection with the merger, whether relative to the consideration to be paid to the holders (other than Exact Sciences and its affiliates) of shares of Genomic Health common stock pursuant to the merger agreement or otherwise. Goldman Sachs' opinion was necessarily based on economic, monetary market and other conditions, as in effect on, and the information made available to it as of the date of, its opinion and Goldman Sachs assumed no responsibility for updating, revising or reaffirming its opinion based on circumstances, developments or events occurring after the date of its opinion. In addition, Goldman Sachs does not express any opinion as to the prices at which shares of Exact Sciences common stock will trade at any time or as to the impact of the merger on the solvency or viability of Genomic Health or Exact Sciences or the ability of the Genomic Health or Exact Sciences to pay their respective obligations when they come due. Goldman Sachs' opinion was approved by a fairness committee of Goldman Sachs.

        The following is a summary of the material financial analyses delivered by Goldman Sachs to the Genomic Health Board in connection with rendering the opinion described above. The following summary, however, does not purport to be a complete description of the financial analyses performed by Goldman Sachs, nor does the order of analyses described represent relative importance or weight given to those analyses by Goldman Sachs. Some of the summaries of the financial analyses include information presented in tabular format. The tables must be read together with the full text of each summary and are alone not a complete description of Goldman Sachs' financial analyses. Except as otherwise noted, the following quantitative information, to the extent that it is based on market data, is based on market data as it existed on or before July 26, 2019, the last completed trading day before the public announcement of the merger, and is not necessarily indicative of current market conditions.

        Historical Stock Trading Analysis.    Goldman Sachs analyzed the implied value of the consideration per share of $72.00 to be paid to holders of Genomic Health common stock pursuant to the merger agreement in relation to the July 26, 2019, June 26, 2019, and the 45-day volume-weighted average price, or VWAP, of Genomic Health common stock.

        This analysis indicated that the implied value of the consideration per share of $72.00 to be paid to Genomic Health stockholders pursuant to the merger agreement represented:

    a premium of 5% based on the closing price on July 26, 2019, the last completed trading day prior to announcement, of $68.66 per share;

    a premium of 34% based on the closing price on June 26, 2019, one month prior to announcement, of $53.88 per share; and

    a premium of 22% based on the 45-day VWAP of $59.02 per share.

        Selected Companies Analysis.    Goldman Sachs reviewed and compared certain financial information for Genomic Health to corresponding financial information and public market multiples for the following publicly traded corporations, which are collectively referred to as the peer companies:

    Guardant Health, Inc.

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    Exact Sciences

    Invitae Corporation

    Myriad Genetics, Inc.

    Natera, Inc.

    Neogenomics, Inc.

    Veracyte, Inc.

        Additionally, Goldman Sachs reviewed and compared certain financial information for Genomic Health to corresponding financial information and public market multiples for the following publicly traded companies in the diagnostic services industry, which are collectively referred to as the diagnostic lab companies:

    Laboratory Corporation of America Holdings

    Quest Diagnostics Incorporated

        Although none of the selected companies is directly comparable to Genomic Health or Exact Sciences, the companies included as either peer companies or diagnostic lab companies were chosen because they are publicly traded companies with operations that for purposes of analysis may be considered similar to certain operations of Genomic Health and Exact Sciences.

        Goldman Sachs also calculated and compared various financial multiples based on financial data as of July 26, 2019 and Institutional Brokers' Estimate System, which is referred to as IBES, estimates. The multiples and ratios of Genomic Health were calculated using the Genomic Health common stock closing price per share on July 26, 2019 of $68.66, and the multiples and ratios of Exact Sciences were calculated using the Exact Sciences common stock closing price per share on July 26, 2019 of $117.92. The multiples and ratios of Genomic Health and Exact Sciences were based on information provided by Genomic Health's management, publicly available market data and IBES estimates. The multiples and ratios for each of the selected companies were based on publicly available market data as of July 26, 2019. Goldman Sachs also calculated the selected companies' estimated enterprise value to revenue, or EV / Revenue, multiples for calendar years 2019 and 2020 and compared those results to the estimated EV / Revenue results for Genomic Health over that same period.

        The results of these analyses are summarized as follows:

Peer Companies
  2019E - 2021E
Revenue CAGR
  EV / 2019E
Revenue
  EV / 2020E
Revenue
 

Guardant Health, Inc. 

    43.7 %   NM *   NM *

Exact Sciences

    42.0 %   21.8x     15.3x  

Invitae Corporation

    47.2 %   10.6x     7.1x  

Myriad Genetics, Inc. 

    4.7 %   2.6x     2.5x  

Natera, Inc. 

    17.6 %   7.0x     5.9x  

Neogenomics, Inc. 

    10.2 %   6.3x     5.6x  

Veracyte, Inc. 

    12.2 %   11.3x     10.1x  

*
Multiples above 30 shown as NM.
Diagnostic Lab Companies
  2019E - 2021E
Revenue CAGR
  EV / 2019E
Revenue
  EV / 2020E
Revenue
 

Laboratory Corporation of America Holdings

    4.3 %   1.9x     1.9x  

Quest Diagnostics Incorporated

    2.6 %   2.3x     2.3x  

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  Peer Companies    
   
 
 
  Genomic
Health
(management)
  Genomic
Health
(IBES)
 
 
  Range   Median  

2019E - 2021E Revenue CAGR

  4.7% - 47.2%*     17.6 %   12.3% **   9.1% *

EV / 2019E Revenue

  2.6x - 21.8x*     8.8x *   5.5x **   5.6x *

EV / 2020E Revenue

  2.5x - 15.3x*     6.5x *   4.9x **   5.1x *

 

 
  Diagnostic
Lab
Companies
   
   
 
 
  Genomic
Health
(management)
  Genomic
Health
(IBES)
 
 
  Range   Median  

2019E - 2021E Revenue CAGR

  2.6% - 4.3%*     3.5% *   12.3% **   9.1% *

EV / 2019E Revenue

  1.9x - 2.3x*     2.1x *   5.5x **   5.6x *

EV / 2020E Revenue

  1.9x - 2.3x*     2.1x *   4.9x **   5.1x *

*
Per IBES estimates.

**
Using revenue estimates per Genomic Health management projections.

Guardant Health, Inc. omitted as not meaningful because the multiple was greater than 25x.

        Illustrative Present Value of Future Share Price Analysis—Genomic Health Standalone.    Goldman Sachs performed an illustrative analysis of the implied present value of the future price per share of Genomic Health common stock, which is designed to provide an indication of the present value of a theoretical future value of a company's equity as a function of such company's financial multiples. For this analysis, Goldman Sachs used the management forecasts of revenue for fiscal years 2020 to 2022 and the net debt and number of fully diluted outstanding shares of Genomic Health as of December 31, 2019 through 2021, as provided by Genomic Health's management. Goldman Sachs first multiplied the management forecasts of revenue for fiscal years 2020 to 2022 by an illustrative range of enterprise value to forward revenue multiples of 3.5x to 5.5x to determine implied per share future equity values of Genomic Health common stock estimates for each of the fiscal years 2019 to 2021. These illustrative multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical trading data and the current EV / Revenue multiples for Genomic Health, the peer companies, and the diagnostic lab companies. Goldman Sachs then added the assumed amount of Genomic Health's net cash as of December 31 for each of the fiscal years 2019 to 2021 set forth in the management forecasts to calculate a range of illustrative equity values for Genomic Health. Goldman Sachs then divided this range of illustrative equity values by the number of Genomic Health's estimated fully diluted shares as of December 31 for each of the fiscal years 2019 to 2021, per the management forecasts, to calculate a range of illustrative future equity values per share for Genomic Health. These implied per share future equity values for the twelve-month periods ending on December 31, 2019, December 31, 2020 and December 31, 2021, respectively, were then discounted to June 30, 2019 using an illustrative discount rate of 9.4%, reflecting an estimate of Genomic Health's cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. This analysis resulted in a range of implied present values of $51.20 to $79.66 per share of Genomic Health common stock.

        Illustrative Pro Forma Present Value of Future Share Price Analysis—Value to Genomic Health Stockholders.    Goldman Sachs performed an illustrative analysis, using the management forecasts, of the implied present value of the merger consideration per share of Genomic Health common stock based on a theoretical future value per share of the common stock of the pro forma combined company (including synergies). For this analysis, Goldman Sachs used the management forecasts of

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revenue of the pro forma combined company for fiscal years 2020 to 2022 and the net debt and number of fully diluted outstanding shares of the pro forma combined company as of December 31, 2019 through 2021, as provided by Genomic Health's management.

        Goldman Sachs first calculated the illustrative implied future equity values per share of the pro forma combined company as of December 31 for each of the fiscal years 2019 to 2021, by applying enterprise value to forward revenue multiples of 9.0x to 14.0x to forward year pro forma revenue for the pro forma combined company (including synergies). These illustrative multiple estimates were derived by Goldman Sachs utilizing its professional judgment and experience, taking into account current and historical trading data and the current EV / Revenue multiples for the Company, the peer companies, and the diagnostic lab companies. Goldman Sachs then subtracted the assumed amount of the pro forma combined company's net debt as of December 31 for each of the fiscal years 2019 to 2021 based on the management forecasts to calculate a range of illustrative equity values for the pro forma combined company. Goldman Sachs then divided this range of illustrative equity values by the number of the pro forma combined company's estimated fully diluted shares as of December 31 for each of the fiscal years 2019 to 2021 based on the management forecasts to calculate a range of illustrative future equity values per share for the pro forma combined company. Goldman Sachs then discounted these future values back to June 30, 2019, using an illustrative discount rate of 9.1%, reflecting an estimate of the pro forma combined company's cost of equity. Goldman Sachs derived such discount rate by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. Goldman Sachs then multiplied the range of illustrative present equity values it derived for the shares of the pro forma combined company's stock by the exchange ratio of 0.37737 shares of Exact Sciences common stock to be paid for each share of Genomic Health common stock (the exchange ratio was calculated based on the Exact Sciences common stock closing price of $117.92 per share on July 26, 2019), and added the result to the $27.50 in per share cash consideration to be paid to the holders of Genomic Health common stock pursuant to the merger agreement. This analysis resulted in a range of illustrative present values for the merger consideration to be paid for the shares of Genomic Health common stock of $60.64 to $94.39.

        Illustrative Discounted Cash Flow Analysis—Genomic Health Standalone.    Using the management forecasts, Goldman Sachs performed an illustrative discounted cash flow analysis on Genomic Health. Using discount rates ranging from 9% to 10%, reflecting estimates of Genomic Health's weighted average cost of capital, Goldman Sachs discounted to present value as of June 30, 2019 (i) estimates of unlevered free cash flow for Genomic Health for the years 2019 through 2026 as reflected in the management forecasts and (ii) a range of illustrative terminal values for Genomic Health, which were calculated by applying perpetuity growth rates, ranging from 2.0% to 4.0%, to a terminal year estimate of the free cash flow to be generated by Genomic Health, as reflected in the management forecasts (which analysis implied exit terminal year earnings before interest, taxes, depreciation and amortization, or EBITDA, multiples ranging from 9.2x to 14.9x). Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the company, as well as certain financial metrics for the United States financial markets generally. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the management forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived ranges of illustrative enterprise values for Genomic Health by adding the ranges of present values it derived above. Goldman Sachs then added to the range of illustrative enterprise values it derived for Genomic Health, in each case, the amount of Genomic Health's net cash of $244 million as of June 30, 2019, as provided by Genomic Health's management, to derive a range of illustrative equity values for Genomic Health. Goldman Sachs then divided the range of illustrative equity values it derived by the number of fully diluted outstanding shares of Genomic Health common stock, as

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provided by Genomic Health's management, to derive a range of illustrative present values per share ranging from $49.03 to $69.83.

        Illustrative Discounted Cash Flow Analysis—Pro Forma Value Per Share to Genomic Health Stockholders.    Using the pro forma combined company forecasts (which were part of the management forecasts), Goldman Sachs performed an illustrative discounted unlevered free cash flow analysis for the combined company on a pro forma basis (including synergies). Using discount rates ranging from 8.5% to 9.5%, reflecting estimates of the pro forma combined company's weighted average cost of capital, Goldman Sachs discounted to present value as of June 30, 2019 (i) estimates of unlevered free cash flow for the pro forma combined company in the years 2019 through 2026 as reflected in the management forecasts and (ii) a range of illustrative terminal values for the pro forma combined company, which were calculated by applying perpetuity growth rates, ranging from 3.0% to 5.0%, to a terminal year estimate of the free cash flow to be generated by the pro forma combined company (including synergies), as reflected in the management forecasts. Goldman Sachs derived such discount rates by application of the Capital Asset Pricing Model, which requires certain company-specific inputs, including a beta for the pro forma combined company, as well as certain financial metrics for the United States financial markets generally. The range of perpetuity growth rates was estimated by Goldman Sachs utilizing its professional judgment and experience, taking into account the management forecasts and market expectations regarding long-term real growth of gross domestic product and inflation. Goldman Sachs derived ranges of illustrative enterprise values for the pro forma combined company by adding the ranges of present values it derived above. Goldman Sachs then subtracted from the range of illustrative enterprise values it derived for the pro forma combined company, in each case, pro forma net debt for the pro forma combined company as of June 30, 2019, as provided by Genomic Health's management, to derive a range of illustrative equity values for the pro forma combined company. Goldman Sachs then divided the range of illustrative equity values it derived by the number of outstanding shares of the pro forma combined company following the merger. Goldman Sachs then multiplied the range of illustrative present equity values it derived for the shares of the pro forma combined company's stock by the exchange ratio of 0.37737 shares of Exact Sciences common stock to be paid for each share of Genomic Health common stock (the exchange ratio was calculated based on the Exact Sciences common stock closing price of $117.92 per share on July 26, 2019), and added the result to the $27.50 in per share cash consideration to be paid to the holders of Genomic Health common stock pursuant to the merger agreement. This analysis resulted in a range of illustrative present values for the merger consideration to be paid for the shares of Genomic Health common stock of $51.22 to $71.57 per share.

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        Selected Transactions Analysis.    Goldman Sachs analyzed certain information relating to the following selected transactions in the diagnostic services industry over the last 10 years:

Date Announced
  Acquirer   Target
June 19, 2018   Roche Holding AG   Foundation Medicine, Inc.
May 28, 2018   Myriad Genetics, Inc.   Counsyl, Inc.
July 6, 2017   Konica Minolta, Inc.   Ambry Genetics Corporation
August 3, 2016   Myriad Genetics, Inc.   Assurex Health, Inc.
July 27, 2016   Laboratory Corporation of America Holdings   Sequenom Inc.
October 21, 2015   NeoGenomics Laboratories, Inc.   Clarient, Inc.
June 4, 2015   OPKO Health, Inc.   Bio-Reference Laboratories Inc.
December 2, 2014   Roche Holding AG   Ariosa Diagnostics, Inc.
February 4, 2014   Myriad Genetics, Inc.   Crescendo Bioscience, Inc.
October 6, 2011   Miraca Holdings Inc.   Caris Life Sciences, Inc.
March 18, 2011   Quest Diagnostics Incorporated   Celera Corporation
February 24, 2011   Quest Diagnostics Incorporated   Athena Diagnostics, Inc.
January 24, 2011   Novartis AG   Genoptix, Inc.
October 22, 2010   GE Healthcare Limited   Clarient, Inc.
September 13, 2010   Laboratory Corporation of America Holdings   Genzyme Genetics

        Although none of the selected transactions are directly comparable to the merger, the transactions included as selected transactions were chosen because they had target companies with operations that for purposes of analysis may be considered similar to certain operations of Genomic Health and Exact Sciences.

        For each of the selected transactions, Goldman Sachs calculated and compared the levered aggregate consideration (excluding earnouts) as a multiple of latest twelve months sales. This analysis indicated a median multiple of 3.3x across the period. This analysis also indicated a 25th percentile multiple of 2.5x and 75th percentile multiple of 4.9x across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative multiples of 2.5x to 4.9x to Genomic Health's last twelve months revenue estimate of $411 million as of June 30, 2019 (assuming net cash of $244 million as of June 30, 2019, as provided by Genomic Health's management) and calculated a range of implied equity values per share of Genomic Health common stock of $33.19 to $57.56.

        Premia Analysis.    Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for the aforementioned selected transactions during the last 10 years in the diagnostic services industry. With respect to those selected transactions, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile premiums of the price paid in the diagnostic services transactions (excluding earnouts) relative to the target's closing stock price one month prior to announcement of the transaction. This analysis indicated a median premium of 45.8% across the period. This analysis also indicated a 25th percentile premium of 28.0% and 75th percentile premium of 60.7% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 28.0% to 60.7% to the closing price per share of Genomic Health common stock one month prior to announcement of $53.88 and calculated a range of implied equity values per share of Genomic Health common stock of $68.97 to $86.59.

        Additionally, Goldman Sachs reviewed and analyzed, using publicly available information, the acquisition premia for cash and stock consideration transactions during the 5 year period ending July 26, 2019 involving a public company as the target where the disclosed enterprise values for the transaction were between $1,000,000,000 and $5,000,000,000. For the entire period, using publicly available information, Goldman Sachs calculated the median, 25th percentile and 75th percentile

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premiums of the price paid in the transactions relative to the target's closing stock price one month prior to announcement of the transaction. This analysis indicated a median premium of 20.1% across the period. This analysis also indicated a 25th percentile premium of 8.6% and 75th percentile premium of 38.2% across the period. Using this analysis, Goldman Sachs applied a reference range of illustrative premiums of 8.6% to 38.2% to the closing price per share of Genomic Health common stock one month prior to announcement of $53.88 and calculated a range of implied equity values per share of Genomic Health common stock of $58.51 to $74.46.

        The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. Selecting portions of the analyses or of the summary set forth above, without considering the analyses as a whole, could create an incomplete view of the processes underlying Goldman Sachs' opinion. In arriving at its fairness determination, Goldman Sachs considered the results of all of its analyses and did not attribute any particular weight to any factor or analysis considered by it. Rather, Goldman Sachs made its determination as to fairness on the basis of its experience and professional judgment after considering the results of all of its analyses. No company or transaction used in the above analyses as a comparison is directly comparable to Genomic Health or Exact Sciences or the merger.

        Goldman Sachs prepared these analyses for purposes of Goldman Sachs' providing its opinion to the Genomic Health Board as to the fairness from a financial point of view of the consideration to be paid to the holders (other than Exact Sciences and its affiliates) of shares of Genomic Health common stock pursuant to the merger agreement. These analyses do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold. Analyses based upon forecasts of future results are not necessarily indicative of actual future results, which may be significantly more or less favorable than suggested by these analyses. Because these analyses are inherently subject to uncertainty, being based upon numerous factors or events beyond the control of the parties or their respective advisors, none of Genomic Health, Exact Sciences, Merger Sub, Goldman Sachs or any other person assumes responsibility if future results are materially different from those forecast.

        The merger consideration was determined through arm's-length negotiations between Genomic Health and Exact Sciences and was approved by the Genomic Health Board. Goldman Sachs provided advice to Genomic Health during these negotiations. Goldman Sachs did not, however, recommend any specific amount of consideration to Genomic Health or the Genomic Health Board or that any specific amount of consideration constituted the only appropriate consideration for the merger.

        As described above, Goldman Sachs' opinion to the Genomic Health Board was one of many factors taken into consideration by the Genomic Health Board in making its determination to approve the merger agreement. The foregoing summary does not purport to be a complete description of the analyses performed by Goldman Sachs in connection with the fairness opinion and is qualified in its entirety by reference to the written opinion of Goldman Sachs attached as Annex E.

        Goldman Sachs and its affiliates are engaged in advisory, underwriting and financing, principal investing, sales and trading, research, investment management and other financial and non-financial activities and services for various persons and entities. Goldman Sachs and its affiliates and employees, and funds or other entities they manage or in which they invest or have other economic interests or with which they co-invest, may at any time purchase, sell, hold or vote long or short positions and investments in securities, derivatives, loans, commodities, currencies, credit default swaps and other financial instruments of Genomic Health, Exact Sciences, any of their respective affiliates and third parties, including Baker Bros. Advisors LP ("Baker Bros"), one or more affiliates of which is a significant stockholder of Genomic Health, and its affiliates and portfolio companies, or any currency or commodity that may be involved in the merger. Goldman Sachs acted as financial advisor to Genomic Health in connection with, and participated in certain of the negotiations leading to, the

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merger. During the two year period ended July 28, 2019, the Investment Banking Division of Goldman Sachs has not been engaged by Genomic Health, Exact Sciences, Baker Bros, or any of their respective affiliates and, as applicable, portfolio companies to provide financial advisory or underwriting services for which Goldman Sachs has recognized compensation. Goldman Sachs may also in the future provide investment banking services to Genomic Health, Exact Sciences and their respective affiliates and, as applicable, portfolio companies for which the Investment Banking Division of Goldman Sachs may receive compensation. Goldman Sachs and its affiliates also may have co-invested with Baker Bros and its affiliates from time to time and may have invested in limited partnership units of affiliates of Baker Bros from time to time and may do so in the future.

        The Genomic Health Board selected Goldman Sachs as its financial advisor because it is an internationally recognized investment banking firm that has substantial experience in transactions similar to the merger. Pursuant to a letter agreement dated January 23, 2018, Genomic Health engaged Goldman Sachs to act as its financial advisor in connection with the merger. The letter agreement between Genomic Health and Goldman Sachs provides for a transaction fee that is estimated, based on the information available as of the date of announcement, at approximately $32.7 million, all of which is contingent upon consummation of the merger. In addition, Genomic Health has agreed to reimburse Goldman Sachs for certain of its expenses, including attorneys' fees and disbursements, and to indemnify Goldman Sachs and related persons against various liabilities, including certain liabilities under the federal securities laws.

Certain Unaudited Prospective Financial Information

        Genomic Health and Exact Sciences do not, as a matter of course, make long-term projections as to future performance available to the public other than generally providing from time to time estimated ranges of certain expected financial results and operational metrics for the current or impending fiscal year in its regular quarterly earnings press releases and other investor materials. Genomic Health and Exact Sciences avoid making public projections for extended periods due to, among other things, the inherent difficulty of predicting future periods and the likelihood that the underlying assumptions and estimates will prove incorrect.

        In connection with a possible transaction, Genomic Health's management provided certain non-public, unaudited prospective financial information regarding Genomic Health's anticipated results of operations and prospective synergies from the combination of Genomic Health and Exact Sciences for fiscal years 2019 through 2026 to the Genomic Health Board and Genomic Health's financial advisor, Goldman Sachs. None of Exact Sciences nor any of its representatives furnished Genomic Health with any non-public prospective financial information regarding Exact Sciences, other than with respect to Exact Sciences' second quarter 2019 financial results and increased revenue guidance for 2019, which were made public in connection with the announcement of the merger agreement. Genomic Health's management provided to the Genomic Health Board and Goldman Sachs certain internally generated, unaudited prospective financial information regarding Exact Sciences' pro forma combined company anticipated results of operations for fiscal years 2019 through 2026, which were based on Genomic Health's anticipated results of operations and consensus analyst estimates for Exact Sciences with adjustments based on diligence completed by Genomic Health and also reflected certain operating synergies projected by Genomic Health's management to result from the transaction contemplated by the merger agreement. The projected operating synergies were discussed with Exact Sciences' Chief Financial Officer. This unaudited prospective financial information is referred to as the forecasts.

        The forecasts reflect numerous estimates and assumptions made by Genomic Health's management at the time such forecasts were prepared or approved for use by Goldman Sachs, and represent Genomic Health's management's evaluation of Genomic Health's expected future financial performance on a stand-alone basis and Exact Sciences' expected future financial performance on a pro forma

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combined basis, including certain operating synergies as described above. Actual results will likely differ, and may differ materially, from those contained in the forecasts.

        The forecasts contained in this section "—Certain Unaudited Prospective Financial Information" were not prepared for public disclosure. The inclusion of this information in this proxy statement/prospectus does not constitute an admission or representation by Genomic Health that the information is material. You should note that the forecasts constitute forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements" beginning on page 32.

        Genomic Health uses certain financial measures in the forecasts that are not in accordance with GAAP as supplemental measures to evaluate operational performance. While Genomic Health believes that non-GAAP financial measures provide useful supplemental information, there are limitations associated with the use of non-GAAP financial measures. Non-GAAP financial measures are not prepared in accordance with GAAP, are not reported by all of Genomic Health's competitors and may not be directly comparable to similarly titled measures of Genomic Health's competitors or other companies due to potential differences in the exact method of calculation. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in accordance with GAAP.

        The following is a summary of the forecasts:

Genomic Health Stand-Alone Forecasts(1):

 
  Fiscal Year (in millions)  
 
  2019E   2020E   2021E   2022E   2023E   2024E   2025E   2026E  

Revenue

  $ 452   $ 512   $ 570   $ 630   $ 720   $ 818   $ 894   $ 939  

EBITDA (non-GAAP)(2)

  $ 74   $ 102   $ 125   $ 147   $ 178   $ 218   $ 236   $ 247  

EBIT (non-GAAP)(3)

  $ 61   $ 87   $ 108   $ 129   $ 158   $ 196   $ 214   $ 225  

(–) Taxes

  $ (15 ) $ (21 ) $ (26 ) $ (26 ) $ (32 ) $ (39 ) $ (43 ) $ (45 )

% Tax rate

    24 %   24 %   24 %   20 %   20 %   20 %   20 %   20 %

(+) Depreciation and amortization

  $ 13   $ 15   $ 17   $ 18   $ 20   $ 22   $ 22   $ 22  

(–) Capital expenditures

  $ (15 ) $ (20 ) $ (15 ) $ (15 ) $ (25 ) $ (20 ) $ (22 ) $ (23 )

(–) Increase in net working capital

  $ (5 ) $ (12 ) $ (12 ) $ (12 ) $ (18 ) $ (20 ) $ (15 ) $ (9 )

Unlevered free cash flow

  $ 39   $ 49   $ 73   $ 95   $ 103   $ 139   $ 156   $ 170  

(1)
Stand-alone forecasts of Genomic Health were provided by Genomic Health's management.

(2)
EBITDA is presented after the impact of stock-based compensation.

(3)
EBIT is presented after the impact of stock-based compensation.

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Exact Sciences Pro Forma Combined Forecasts(1):

 
  Fiscal Year (in millions)  
 
  2019E   2020E   2021E   2022E   2023E   2024E   2025E   2026E  

Revenue

  $ 1,252   $ 1,642   $ 2,110   $ 2,515   $ 3,079   $ 3,647   $ 4,162   $ 4,518  

EBITDA (non-GAAP)(2)(4)

  $ (117 ) $ 59   $ 281   $ 521   $ 767   $ 1,021   $ 1,226   $ 1,360  

EBIT (non-GAAP)(3)(4)

  $ (175 ) $ 1   $ 214   $ 453   $ 697   $ 949   $ 1,154   $ 1,288  

(–) Taxes

  $   $ (0 ) $ (47 ) $ (100 ) $ (153 ) $ (209 ) $ (254 ) $ (283 )

% Tax rate

    22 %   22 %   22 %   22 %   22 %   22 %   22 %   22 %

(+) Depreciation and amortization

  $ 58   $ 58   $ 67   $ 68   $ 70   $ 72   $ 72   $ 72  

(–) Capital expenditures

  $ (198 ) $ (102 ) $ (65 ) $ (65 ) $ (75 ) $ (70 ) $ (72 ) $ (73 )

(–) Increase in net working capital

  $ (55 ) $ (54 ) $ (68 ) $ (28 ) $ (38 ) $ (43 ) $ (41 ) $ (32 )

Unlevered free cash flow

  $ (370 ) $ (97 ) $ 101   $ 329   $ 501   $ 700   $ 859   $ 972  

(1)
Pro forma Exact Sciences forecasts reflecting the combined company were provided by Genomic Health's management and include projected operating synergies that were discussed with Exact Sciences' Chief Financial Officer.

(2)
EBITDA is presented after the impact of stock-based compensation.

(3)
EBIT is presented after the impact of stock-based compensation.

(4)
Includes projected pre-tax operating synergies of $8 million in fiscal year 2020, $17 million in fiscal year 2021 and $25 million in each of the remaining fiscal years.

Important Information About Unaudited Prospective Financial Information

        The prospective financial information contained in this section "—Certain Unaudited Prospective Financial Information," which is referred to as the prospective financial information, constitutes forward-looking information. While the prospective financial information was prepared in good faith and based on information available at the time of preparation, no assurance can be made regarding actual future events. The estimates and assumptions underlying the prospective financial information involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant uncertainties and contingencies, including, among others, risks and uncertainties described in the sections of this proxy statement/prospectus entitled "Risk Factors" beginning on page 34 and "Cautionary Note Regarding Forward-Looking Statements" beginning on page 32, all of which are difficult to predict and many of which are beyond the control of Genomic Health. There can be no assurance that the underlying assumptions or projected results will be realized, and actual results will likely differ, and may differ materially, from those reflected in the prospective financial information, whether or not the merger is completed. As a result, the prospective financial information cannot be considered predictive of actual future operating results, nor should it be construed as financial guidance, and this information should not be relied on as such.

        The prospective financial information was prepared solely for internal use by Genomic Health or Goldman Sachs (in its role as financial advisor to Genomic Health). Exact Sciences did not furnish Genomic Health with any non-public prospective financial information regarding Exact Sciences, other than with respect to Exact Sciences' second quarter 2019 financial results and increased revenue guidance for 2019, which were made public in connection with the announcement of the merger agreement. The prospective financial information is the responsibility of the management of Genomic Health, and was not prepared with a view toward public disclosure or with a view toward complying

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with the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information, published guidelines of the SEC regarding projections and forward-looking statements and the use of non-GAAP measures or GAAP. The non-GAAP financial measures used in the forecasts were approved by Genomic Health for Goldman Sachs' use in connection with its opinion and were relied upon by the Genomic Health Board in connection with its consideration of a possible transaction. The SEC rules, which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure, do not apply to non-GAAP financial measures provided to Goldman Sachs or to the Genomic Health Board in connection with a proposed business combination such as the merger if the disclosure is included in a document such as this proxy statement/prospectus. In addition, reconciliations of non-GAAP financial measures to a GAAP financial measure were not relied upon by Goldman Sachs for purposes of its opinion or by the Genomic Health Board in connection with its consideration of the merger agreement, the merger and the merger consideration. Accordingly, Genomic Health has not provided a reconciliation of the financial measures included in the forecasts to the relevant GAAP financial measures. In addition, the forecasts were not prepared with a view towards complying with GAAP. The forecasts may differ from published analyst estimates and forecasts and do not take into account any events or circumstances after the date they were prepared, including the announcement of the merger.

        The inclusion of the prospective financial information in this proxy statement/prospectus is not an admission or representation by Exact Sciences, Merger Sub or Genomic Health that such information is material or that the results contained in such information will be achieved. The prospective financial information does not reflect any impact of the merger or the other transactions contemplated by the merger agreement.

        No independent registered public accounting firm has examined, compiled or otherwise performed any procedures with respect to the prospective financial information and, accordingly, no independent registered public accounting firm has expressed any opinion or given any other form of assurance with respect thereto and no independent registered public accounting firm assumes any responsibility for the prospective financial information or its achievability. The reports of the independent registered public accounting firms incorporated by reference into this proxy statement/prospectus relate to the historical financial information of Genomic Health and Exact Sciences. Such reports do not extend to the prospective financial information and should not be read to do so. The independent registered public accounting firms disclaim any association with the prospective financial information. By including in this proxy statement/prospectus the prospective financial information, neither Exact Sciences, Merger Sub, Genomic Health nor any of their advisors or other representatives, including Goldman Sachs, has made or makes any representation to any person regarding the ultimate performance of Genomic Health, Exact Sciences or the combined company in the future compared to such information contained herein. Such information covers multiple years and such information by its nature becomes less predictive and subject to greater uncertainty with each succeeding year.

        The summary of the forecasts is being included in this proxy statement/prospectus to give Genomic Health stockholders access to information that was provided to the Genomic Health Board and Goldman Sachs in the course of evaluating the merger. The prospective financial information is not included in this proxy statement/prospectus in order to induce any Genomic Health stockholder to vote in favor of the merger proposal or any of the other proposals to be voted on at the special meeting or to influence any stockholder to make any investment decision with respect to the merger or for any other purpose.

        EXCEPT AS MAY BE REQUIRED BY FEDERAL SECURITIES LAWS, EXACT SCIENCES, MERGER SUB, GENOMIC HEALTH AND THEIR RESPECTIVE ADVISORS DO NOT INTEND TO UPDATE, AND EXPRESSLY DISCLAIM ANY RESPONSIBILITY TO UPDATE, OR OTHERWISE REVISE, THE ABOVE PROSPECTIVE FINANCIAL INFORMATION TO REFLECT CIRCUMSTANCES EXISTING OR EVENTS OCCURRING AFTER THE DATE OF

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THEIR PREPARATION OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS, EVEN IN THE EVENT THAT ANY OR ALL OF THE UNDERLYING ASSUMPTIONS ARE SHOWN TO BE IN ERROR OR NO LONGER APPROPRIATE (EVEN IN THE SHORT TERM) OR TO REFLECT CHANGES IN GENERAL ECONOMIC OR INDUSTRY CONDITIONS.

In light of the foregoing and the uncertainties inherent in the prospective financial information, stockholders of Genomic Health are cautioned not to place undue reliance on such information.

Interests of Certain Persons in the Merger

        In considering the recommendation of the Genomic Health Board that you vote to adopt the merger agreement, you should be aware that aside from their interests as Genomic Health stockholders, Genomic Health's directors and executive officers have interests in the merger that are different from, or in addition to, those of Genomic Health stockholders generally. Members of the Genomic Health Board were aware of and considered these interests, among other matters, in evaluating and negotiating the merger agreement and the merger, and in recommending to Genomic Health stockholders that the merger agreement be adopted. For more information, see the sections entitled "The Merger—Background of the Merger" beginning on page 46 and "The Merger—Genomic Health Board of Directors' Recommendation and Reasons for the Merger" beginning on page 57. These interests are described in more detail below.

    Treatment of Outstanding Equity-Based Awards

        As described further in the section titled "The Merger Agreement—Treatment of Genomic Health Equity Awards" beginning on page 90, outstanding Genomic Health equity awards held by directors and executive officers will be subject to the following treatment:

    Director RSU Awards.  As of the effective time of the merger, each restricted stock unit award relating to shares of Genomic Health common stock granted under any Genomic Health equity plan, which is referred to herein as a Genomic Health RSU award, that is held by a non-employee director of Genomic Health and remains outstanding immediately prior to the effective time of the merger, will, to the extent not vested, become fully vested, and all such Genomic Health RSU awards will be canceled without any action on the part of any holder or beneficiary thereof in consideration for the right to receive the merger consideration in respect of each share of Genomic Health common stock subject to such Genomic Health RSU award immediately prior to the effective time of the merger.

    Executive Officer RSU Awards.  As of the effective time of the merger, each Genomic Health RSU award that is held by an executive officer of Genomic Health and remains outstanding immediately prior to the effective time of the merger will, without any action on the part of the holder thereof, be assumed by Exact Sciences and converted into a restricted stock unit award of Exact Sciences equal to the product of (i) the number of shares of Genomic Health common stock subject to the Genomic Health RSU award and (ii) the equity award exchange ratio. Each converted Exact Sciences RSU award will have the same terms and conditions as were applicable under such Genomic Health RSU award immediately prior to the effective time of the merger, provided that in the event that an executive officer is terminated without "cause" or resigns for "good reason" pursuant to the terms of the Executive Severance Plans (as defined and discussed below in "—Severance Plans for Executive Management"), both of which are referred to herein as a qualifying termination, upon or within 18 months following the effective time of the merger, the converted Exact Sciences RSU award will accelerate and immediately become vested in full under the Executive Severance Plans.

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      Under the merger agreement, the equity award exchange ratio means the sum of (A) the quotient of the cash consideration ($27.50) divided by the volume-weighted average prices per share of Exact Sciences common stock over the 15 consecutive trading days ending immediately prior to the closing date plus (B) the exchange ratio.

    Director Stock Options.  As of the effective time of the merger, each compensatory option to purchase Genomic Health common stock granted under any Genomic Health equity plan, which is referred to herein as a Genomic Health stock option, that is held by a non-employee director of Genomic Health, whether vested or unvested, and remains outstanding immediately prior to the effective time of the merger, will be canceled without any action on the part of any holder thereof in consideration for the right to receive the merger consideration as promptly as practicable following the effective time of the merger in respect of each net option share subject to such Genomic Health stock option immediately prior to the effective time of the merger.

      Under the merger agreement, net option share means the quotient of (A) the product of (1) the excess, if any, of the sum of (a) $27.50 in cash, without interest, plus (b) the exchange ratio multiplied by the average of the volume-weighted average prices per share of Exact Sciences common stock over the 15 consecutive trading days ending immediately prior to the closing date (the sum of (a) plus (b) is referred to herein as the value of the merger consideration), over the exercise price per share of Genomic Health common stock subject to such Genomic Health stock option immediately prior to the effective time of the merger and (2) the number of shares subject to the relevant Genomic Health stock option, divided by (B) the value of the merger consideration. The merger consideration and the exchange ratio are described in more detail in "The Merger Agreement—Merger Consideration" beginning on page 88.

    Executive Officer Vested Options.  As of the effective time of the merger, each vested Genomic Health stock option, that is held by an executive officer of Genomic Health and remains outstanding immediately prior to the effective time of the merger, will be canceled without any action on the part of any holder thereof in consideration for the right to receive the merger consideration as promptly as practicable following the effective time of the merger in respect of each net option share subject to such Genomic Health stock option immediately prior to the effective time of the merger, less any applicable withholding or other taxes or other amounts required by applicable law to be withheld.

    Executive Officer Stock Options.  As of the effective time of the merger, each unvested Genomic Health stock option that is held by an executive officer of Genomic Health and remains outstanding immediately prior to the effective time of the merger will, without any action on the part of the holder thereof, be assumed by Exact Sciences and converted into a compensatory option to purchase Exact Sciences common stock relating to the number of shares of Exact Sciences common stock equal to the product of (i) the number of shares of Genomic Health common stock subject to such Genomic Health stock option immediately prior to the effective time of the merger and (ii) the equity award exchange ratio, with an exercise price per share equal to the quotient of (A) the exercise price per share of Genomic Health common stock immediately prior to the effective time of the merger divided by (B) the equity award exchange ratio. Each converted Exact Sciences stock option will have the same terms and conditions as were applicable under such Genomic Health stock option immediately prior to the effective time of the merger, provided that in the event that an executive officer experiences a qualifying termination pursuant to the terms of the Executive Severance Plans upon or within 18 months following the effective time of the merger, the converted Exact Sciences stock option will accelerate and immediately become vested in full under the Executive Severance Plans.

        For an estimate of the amounts that would be payable to each of Genomic Health's named executive officers on settlement of their unvested Genomic Health equity awards upon a qualifying

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termination, see the section entitled "The Merger—Interests of Certain Persons in the Merger—Quantification of Potential Payments" beginning on page 79.

        The estimated aggregate amount that would be payable to Genomic Health's three executive officers who are not named executive officers in settlement of their unvested Genomic Health equity awards outstanding on August 12, 2019 if the merger were to be completed and they were to experience a qualifying termination on December 1, 2019 is $5,153,395. The estimated aggregate amount that would be payable to Genomic Health's seven non-employee directors in settlement of their unvested Genomic Health equity awards that are outstanding on August 12, 2019 if the effective time of the merger occurred on December 1, 2019 is $1,456,304. The amounts in this paragraph were determined using an assumed merger consideration of $72.00 per share.

    Future Genomic Health Equity Awards

        If the effective time of the merger does not occur by February 28, 2020, Genomic Health may make annual long-term incentive plan grants in respect of the 2020 fiscal year to Genomic Health employees (including executive officers), directors and other service providers, consistent with prior funding levels and not to exceed a $30 million aggregate grant date value for 2020. Any such equity awards will be granted on terms and conditions substantially similar to those applicable to long-term incentive plan awards granted by Genomic Health in the first quarter of 2019, provided that (i) Genomic Health may grant Genomic Health RSU awards in lieu of Genomic Health stock options and (ii) in the event that an executive officer experiences a qualifying termination pursuant to the terms of the Executive Severance Plans upon or within 18 months following the effective time of the merger, (x) each such equity award granted to an executive officer who is not a named executive officer will accelerate and immediately become vested in full under the Executive Severance Plans and (y) each such equity award granted to an executive officer who is a named executive officer will accelerate and immediately become vested only for the portion of such equity award granted to such named executive officer that is scheduled to vest during the 12 month period immediately following the date of the qualifying termination.

        Genomic Health may continue to issue, on a quarterly basis, fully vested shares of restricted Genomic Health common stock in lieu of cash retainers to non-employee directors in accordance with such directors' pre-existing elections and in the ordinary course of business consistent with past practice.

    Future Participation in Exact Sciences Long-Term Incentive Plan

        If the effective time of the merger occurs before February 28, 2020, employees (including executive officers) who are actively employed by Genomic Health immediately prior to the effective time of the merger will be eligible to participate in Exact Science's annual long-term incentive plan in respect of the 2020 fiscal year on the same basis as similarly situated employees of Exact Sciences, provided that Exact Sciences will, in its sole discretion, make determinations as to the type and amount of such Exact Sciences equity awards, if any, granted to named executive officers of Genomic Health. Each such Exact Sciences equity award granted to an executive officer will provide that in the event that the executive officer experiences a qualifying termination pursuant to the terms of the Executive Severance Plans upon or within 18 months following the effective time of the merger, each such equity award granted to an executive officer will accelerate and immediately become vested in full under the Executive Severance Plans. Notwithstanding anything to the contrary, if the holder of such an Exact Sciences equity award is a named executive officer of Genomic Health, the closing of the merger will not constitute a change in control or term or concept of similar import for purposes of such Exact Sciences equity awards.

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    Severance Plans for Executive Management

        Each of Genomic Health's executive officers is a participant in either Genomic Health's Severance Plan for Executive Management or the Severance Plan for Executive Management (International Version), which are referred to collectively herein as the Executive Severance Plans. The Executive Severance Plans provide that, in the event the executive officer is terminated without "cause" or resigns for "good reason" during the period beginning with the execution of a definitive agreement that results in a change in control within three months and ending 18 months following a change in control, he or she will be entitled to receive accrued and unpaid compensation and the following severance payments and benefits:

    an amount equal to 250% for the CEO, CFO, chief legal officer and chief business & product development officer (150% for executive vice presidents, senior vice presidents and other chief officers at the same internal level as executive and senior vice presidents) of the sum of (i) the executive officer's annual rate of base salary in effect immediately prior to the change in control and (ii) the executive officer's target variable compensation position target for the annual performance period in effect as of the date of termination, payable in a cash lump sum;

    a pro-rated bonus for the year of termination, based on target performance, payable in a cash lump sum;

    benefits continuation or the equivalent premium cost for two years (18 months for executive vice presidents, senior vice presidents and other chief officers at the same internal level as executive and senior vice presidents); and

    100% accelerated vesting of all of the executive officer's outstanding equity awards, and any exercise period will not expire until three months after the closing of the change in control (but in no event later than the expiration date of the equity award).

        The Executive Severance Plans provide for a Section 280G "net-better" cutback, meaning that, if the total payments to the executive officer upon a termination would exceed the applicable threshold under Section 280G of the Internal Revenue Code of 1986, as amended, which is referred to as the Code, then those payments will be reduced to the applicable threshold to avoid the imposition of the excise taxes under Section 4999 of the Code if such reduction would result in a better after-tax result for the executive officer.

        The merger will constitute a change in control for purposes of the Executive Severance Plans. All payments to the executive officers under the Executive Severance Plans are contingent upon his or her continued compliance with confidentiality obligations and those payments other than any accrued and unpaid compensation, the pro-rated target bonus and the accelerated vesting of equity awards are also contingent upon his or her execution, delivery and non-revocation of an effective release of claims against Genomic Health, its successor or any of its respective affiliates in a form provided by Genomic Health within the 60 day period following his or her termination.

        For an estimate of the value of the payments and benefits described above that would be payable to Genomic Health's named executive officers under the Executive Severance Plans upon a qualifying termination in connection with the merger, see the section entitled "The Merger—Interests of Certain Persons in the Merger—Quantification of Potential Payments" beginning on page 79.

        The estimated aggregate amount that would be payable (other than the vesting of outstanding Genomic Health equity awards, which is described above in the section entitled "—Treatment of Outstanding Equity-Based Awards") to Genomic Health's three executive officers who are not named executive officers under the Executive Severance Plans if the merger were to be completed and they were to experience a qualifying termination on December 1, 2019 is $3,558,622, based on the base salary and target bonus amounts in effect on August 12, 2019. These amounts do not reflect any

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possible reductions under the Section 280G "net-better" cutback provision included in the Executive Severance Plans.

        Genomic Health has also reserved the right to enter into a consulting agreement with one executive officer who is not a named executive officer under certain circumstances in connection with the completion of the merger. The amount of compensation payable pursuant to this consulting agreement is currently estimated to be approximately $300,000.

    Indemnification and Insurance

        Pursuant to the terms of the merger agreement, Genomic Health's directors and officers will be entitled to certain ongoing indemnification and coverage under directors' and officers' liability insurance policies. See the section entitled "The Merger Agreement—Covenants and Agreements—Directors' and Officers' Indemnification and Insurance" beginning on page 106 for a description of such ongoing indemnification and coverage obligations.

    Quantification of Potential Payments

        This section sets forth the information required by Item 402(t) of the SEC's Regulation S-K regarding compensation for each "named executive officer" of Genomic Health that is based on, or otherwise relates to, the merger. This compensation is referred to as "golden parachute" compensation by the applicable SEC disclosure rules, and in this section we use such term to describe the merger-related compensation payable to our named executive officers. The "golden parachute" compensation payable to these individuals is subject to a non-binding, advisory vote of Genomic Health's stockholders, as described below in this section.

        The table below sets forth, for the purposes of this golden parachute disclosure, the amount of payments and benefits (on a pre-tax basis) that each of Genomic Health's named executive officers would receive, assuming that (1) the effective time of the merger will occur on December 1, 2019 (which is the assumed date solely for purposes of this golden parachute compensation disclosure), (2) each of Genomic Health's named executive officers will experience a qualifying termination at such time, and (3) the named executive officer's base salary rate and annual target bonus in effect on August 12, 2019 remains unchanged through the effective time of the merger. The amounts below are determined using an assumed merger consideration of $72.00 per share and the Genomic Health equity awards that are outstanding on August 12, 2019, and are based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described in the footnotes to the table. As a result of the foregoing assumptions, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

        For purposes of this discussion, "double-trigger" refers to benefits that require two conditions, which are the closing of the merger as well as a termination without "cause" or a resignation for "good reason" within 18 months following the effective time of the merger.

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Golden Parachute Compensation

Name
  Cash
($)(1)
  Equity
($)(2)
  Perquisites/
Benefits
($)(3)
  Total ($)  

Kimberly J. Popovits

    4,392,640     8,992,387     36,930     13,421,957  

G. Bradley Cole

    2,441,501     2,850,894     51,587     5,343,981  

Frederic Pla, Ph.D. 

    2,370,550     3,284,555     52,985     5,708,090  

Steven Shak, M.D. 

    1,412,952     2,274,304     38,690     3,725,946  

James Vaughn

    1,077,542     2,671,486     39,739     3,788,767  

(1)
The cash payments payable to each of the named executive officers under the Executive Severance Plans consist of (a) 250% (150% for Dr. Shak and Mr. Vaughn) of the named executive officer's annual rate of base salary in effect immediately prior to the change and control and the named executive officer's target variable compensation position target for the annual performance period in effect as of the date of termination and (b) the pro-rated target bonus for the year of termination, each of which is payable in cash lump sum immediately upon the named executive officer's termination. The amount described in clause (a) above is subject to the named executive officer's continued compliance with confidentiality obligations and execution, delivery and non-revocation of an effective release of claims against Genomic Health, its successor or any of its respective affiliates in a form provided by Genomic Health within the 60 day period following his or her termination. All payments described in this column are "double-trigger". Set forth below are the separate values of each of the severance and the pro rata target bonus payments.
 
Name
  Severance
Payment ($)
  Pro Rata
Bonus ($)
  Total ($)  
 

Kimberly J. Popovits

    3,710,000     682,640     4,392,640  
 

G. Bradley Cole

    2,159,510     281,990     2,441,501  
 

Frederic Pla, Ph.D. 

    2,096,755     273,796     2,370,550  
 

Steven Shak, M.D. 

    1,160,408     252,545     1,412,952  
 

James Vaughn

    905,235     172,307     1,077,542  
(2)
As described above, upon a qualifying termination in connection with a change in control under the Executive Severance Plans, (a) all unvested stock options held by the named executive officers will accelerate and immediately become vested and (b) all unvested RSU awards held by the named executive officers will accelerate and immediately become vested.

Set forth below are the values of each type of unvested equity-based award that, in each case, would vest and become payable assuming that the merger was consummated and each named executive officer experienced a qualifying termination on December 1, 2019. Such values are based on an assumed merger consideration of $72.00 per share of Genomic Health common stock, and less the applicable exercise price in the case of unvested Genomic Health stock options. Treatment of all such equity awards is "double trigger."

 
Name
  Unvested
Options ($)
  Unvested
RSUs ($)
  Total ($)  
 

Kimberly J. Popovits

    6,388,291     2,604,096     8,992,387  
 

G. Bradley Cole

    2,001,726     849,168     2,850,894  
 

Frederic Pla, Ph.D. 

    2,321,123     963,432     3,284,555  
 

Steven Shak, M.D. 

    1,611,184     663,120     2,274,304  
 

James Vaughn

    1,859,254     812,232     2,671,486  

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(3)
Reflects the cost of COBRA premiums for the executive for two years (18 months for Dr. Shak and Mr. Vaughn). All such benefits are "double-trigger."

Director and Officer Indemnification

        Under the merger agreement, certain indemnification and insurance rights exist in favor of Genomic Health's current and former directors and officers. See "The Merger—Interests of Certain Persons in the Merger—Indemnification and Insurance" beginning on page 79 for information about these rights.

Voting Agreements

        Concurrently with the execution of the merger agreement, Felix J. Baker and Julian C. Baker, directors of Genomic Health, and certain funds advised by an entity affiliated with Felix J. Baker and Julian C. Baker, entered into voting agreements with Exact Sciences, pursuant to which, among other things and subject to the terms and conditions therein, such stockholders agreed, in their capacities as holders of shares of Genomic Health common stock, to vote all shares of Genomic Health common stock beneficially owned by such stockholders at the time of the stockholder vote on the merger in favor of adoption of the merger agreement and the approval of the transactions contemplated by the merger agreement, including the merger, and any other matter necessary to consummate such transactions, and not to vote in favor of, or tender their shares of Genomic Health common stock into, any competing offer or acquisition proposal. In addition, each stockholder party to a voting agreement waived appraisal rights and provided an irrevocable proxy to Exact Sciences to vote in favor of the merger, including by voting for the adoption of the merger agreement. As of September 20, 2019, approximately 25.1% of the outstanding shares of Genomic Health common stock are subject to the voting agreements.

Regulatory Approvals

        Under the HSR Act and related rules, certain transactions, including the merger, may not be completed until notifications have been given and information furnished to the Antitrust Division and the FTC and all statutory waiting period requirements have been satisfied. Completion of the merger is subject to the expiration or earlier termination of the applicable waiting period under the HSR Act. Exact Sciences and Genomic Health each filed their respective HSR Act notification forms on August 9, 2019. The required 30-day waiting period expired at 11:59 p.m., Eastern time, on September 9, 2019.

        At any time before or after the expiration of the statutory waiting periods under the HSR Act, the Antitrust Division or the FTC may take action under the antitrust laws, including seeking to enjoin the completion of the merger, to rescind the merger or to conditionally permit completion of the merger subject to regulatory conditions or other remedies. In addition, non-U.S. regulatory bodies and U.S. state attorneys general could take action under other applicable regulatory laws as they deem necessary or desirable in the public interest, including, without limitation, seeking to enjoin or otherwise prevent the completion of the merger or permitting completion subject to regulatory conditions. Private parties may also seek to take legal action under regulatory laws under some circumstances. There can be no assurance that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that it would not be successful.

Timing of the Merger

        The transaction is expected to be completed by the end of 2019. Neither Exact Sciences nor Genomic Health can predict, however, the actual date on which the transaction will be completed

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because it is subject to conditions beyond each company's control, including obtaining the necessary regulatory approvals. See "The Merger Agreement—Conditions to the Merger" beginning on page 107.

U.S. Federal Income Tax Consequences

        The following is a discussion of the material U.S. federal income tax consequences of the merger to U.S. holders and non-U.S. holders (each as defined below) of Genomic Health common stock who hold their stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). The summary is based on the Code, the U.S. Treasury Regulations promulgated under the Code, and administrative rulings and court decisions in effect as of the date of this proxy statement/prospectus, all of which are subject to change, possibly with retroactive effect, and any such change could affect the accuracy of the statements and conclusions set forth in this discussion.

        For purposes of this discussion, the term "U.S. holder" means a beneficial owner of Genomic Health common stock that is, for U.S. federal income tax purposes, (1) a citizen or individual resident of the United States, (2) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized under the laws of the United States, any state thereof, or the District of Columbia, (3) an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless of its source or (4) a trust if (a) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust, or (b) the trust has a valid election in effect under applicable U.S. Treasury Regulations to be treated as a U.S. person for U.S. federal income tax purposes. A "non-U.S. holder" means a beneficial owner of Genomic Health common stock that is neither a U.S. holder nor a partnership for U.S. federal income tax purposes.

        This summary is not a complete description of all the tax consequences of the merger and, in particular, does not address the U.S. federal income tax considerations applicable to holders of Genomic Health common stock who are subject to special treatment under U.S. federal income tax law (including, for example, partnerships (or entities or arrangements treated as partnerships for U.S. federal income tax purposes) and partners therein, financial institutions, dealers in securities, insurance companies, tax-exempt entities or governmental organizations, regulated investment companies, real estate investment trusts, controlled foreign corporations, passive foreign investment companies, U.S. expatriates, former long-term residents of the United States, U.S. holders whose functional currency is not the U.S. dollar, tax-qualified retirement plans, holders deemed to hold Genomic Health common stock under the constructive sale provisions of the Code, holders who acquired Genomic Health common stock pursuant to the exercise of an employee stock option or right or otherwise as compensation and holders who hold Genomic Health common stock as part of a hedge, straddle, conversion, or other integrated transaction). In addition, no information is provided with respect to the tax consequences of the merger under the U.S. federal estate, gift, Medicare, and alternative minimum tax laws, or any applicable state, local, or non-U.S. tax laws. This summary does not address the tax consequences to holders of Genomic Health common stock who exercise appraisal rights in connection with the merger under the DGCL or the tax consequences of any transaction other than the merger.

        If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds Genomic Health common stock, the tax treatment of a partner in such partnership generally will depend on the status of the partner and the activities of the partnership. Any entity treated as a partnership for U.S. federal income tax purposes that holds Genomic Health common stock, and any partners in such partnership, should consult their own independent tax advisors regarding the tax consequences of the merger to their specific circumstances.

        The tax consequences of the merger will depend on your specific situation. You should consult your own tax advisors as to the U.S. federal income tax consequences of the merger to you in light of

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your particular circumstances, as well as the applicability and effect of the alternative minimum tax and any state, local, and non-U.S. income or other tax laws and of any changes in those laws.

Consequences to U.S. Holders

        The receipt of the merger consideration by U.S. holders in exchange for shares of Genomic Health common stock pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, for U.S. federal income tax purposes, a U.S. holder who receives the merger consideration in exchange for shares of Genomic Health common stock pursuant to the merger will recognize gain or loss in an amount equal to the difference, if any, between (1) the sum of the fair market value of the Exact Sciences common stock plus the amount of cash received and (2) the U.S. holder's adjusted tax basis in its Genomic Health common stock exchanged therefor.

        Such gain or loss will be capital gain or loss and, if a U.S. holder's holding period in the shares of Genomic Health common stock surrendered in the merger is greater than one year as of the date of the merger, will be long-term capital gain or loss. Long-term capital gains of certain non-corporate holders, including individuals, are generally subject to U.S. federal income tax at preferential rates. The deductibility of a capital loss recognized on the exchange is subject to limitations. If a U.S. holder acquired different blocks of Genomic Health common stock at different times or different prices, such U.S. holder must determine its adjusted tax basis and holding period separately with respect to each block of Genomic Health common stock.

        A U.S. holder's aggregate tax basis in Exact Sciences common stock received in the merger generally will equal the fair market value of the Exact Sciences common stock as of the completion of the merger. The holding period of the Exact Sciences common stock received in the merger generally will begin on the day after the merger.

        Notwithstanding the above, in certain circumstances, the receipt of the cash consideration by U.S. holders of Genomic Health common stock that also actually or constructively own Exact Sciences common stock may be subject to Section 304 of the Code if holders who own (including by attribution) 50% or more of the Genomic Health common stock before the merger own (including by attribution), immediately after the merger, 50% or more of the Exact Sciences common stock. If Section 304 of the Code applies to the cash consideration received in the merger, to the extent a U.S. holder would otherwise be treated for U.S. federal income tax purposes as selling Genomic Health common stock to Exact Sciences for cash, such holder will instead be treated as receiving the cash consideration from Exact Sciences in deemed redemption of shares of Exact Sciences common stock deemed issued to such holder.

        If such deemed redemption is treated as having the effect of a distribution of a dividend under the tests set forth in Section 302 of the Code (discussed below under "—Consequences to Non-U.S. Holders"), the deemed redemption would be taxable as a dividend (in an amount equal to the cash consideration received) to the extent of the U.S. holder's allocable share of the earnings and profits of (a) Exact Sciences and (to the extent the cash consideration received by such U.S. holder exceeds the U.S. holder's allocable share of Exact Science's current and accumulated earnings and profits) (b) Genomic Health. The amount of the cash consideration treated as a dividend is not limited by the amount of a U.S. holder's gain with respect to its Genomic Health common stock. To the extent that the amount of cash consideration exceeds Exact Science's and Genomic Health's current and accumulated earnings and profits, the distribution would first be treated as a tax-free return of capital, causing a reduction in the U.S. holder's adjusted tax basis in its Genomic Health common stock, and to the extent the amount of the distribution exceeds such tax basis, the excess would be taxed as capital gain recognized on a sale or exchange of such U.S. holder's Genomic Health common stock. The amount of any such gain would be taxed as described above.

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        In the event of such treatment, non-corporate U.S. holders may be eligible for a reduced rate of taxation on any such deemed dividend arising under Section 304 of the Code, subject to exceptions for short-term and hedged positions, while corporate U.S. holders may be treated as receiving an "extraordinary dividend" within the meaning of Section 1059 of the Code. It is not certain whether Section 304 of the Code will apply to the merger, because it is not certain whether shareholders who own (including by attribution) 50% or more of the Genomic Health common stock before the merger will own (including by attribution) 50% or more of the Exact Sciences common stock immediately after the merger. Further, it may not be possible to establish with certainty following the closing whether or not Section 304 of the Code applied to the merger because the ownership information necessary to make such determination may not be available. In addition, if Section 304 of the Code applies to the merger, because the possibility of dividend treatment depends upon each holder's particular circumstances, including the application of the constructive ownership rules described below under "—Consequences to Non-U.S. Holders", U.S. holders of Genomic Health common stock that also actually or constructively own Exact Sciences common stock should consult their tax advisors regarding the application of the foregoing rules to their particular circumstances, and any actions that may be taken to mitigate the potential application of such rules.

Consequences to Non-U.S. Holders

        In general, the U.S. federal income tax consequences of the merger to non-U.S. holders will be the same as those described above for U.S. holders, except that, subject to the discussion below regarding potential dividend treatment, a non-U.S. holder generally will not be subject to U.S. federal income tax on any gain recognized on the receipt of the merger consideration in exchange for shares of Genomic Health common stock pursuant to the merger, unless:

    such gain is "effectively connected" with a trade or business of the non-U.S. holder in the United States (and, if required by an applicable income tax treaty, is attributable to the non-U.S. holder's permanent establishment in the United States);

    the non-U.S. holder is an individual who is present in the United States for 183 days or more in the taxable year of the exchange and certain other conditions are met; or

    the non-U.S. holder owned, directly or under certain constructive ownership rules of the Code, more than 5% of the outstanding shares of Genomic Health common stock at any time during the five-year period preceding the merger, and Genomic Health is, or has been during the shorter of the five-year period preceding the merger or the period that the non-U.S. holder held Genomic Health common stock, a "United States real property holding corporation" within the meaning of the Code.

        Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis, at generally applicable U.S. federal income tax rates. Any gain described in the first bullet point above of a non-U.S. holder that is a corporation may also be subject to an additional "branch profits tax" at a 30% rate (or such lower rate as may be specified by an applicable income tax treaty). A non-U.S. holder described in the second bullet point immediately above will be subject to tax at a flat rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on any gain recognized, which may be offset by U.S.-source capital losses recognized in the same taxable year. If the third bullet point above applies to a non-U.S. holder, gain recognized by such holder will be subject to U.S. federal income tax on a net income basis, at generally applicable U.S. federal income tax rates. Genomic Health believes that it has not been, is not, and will not be, at any time during the five-year period preceding the merger, a "United States real property holding corporation."

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        As discussed above under "—Consequences to U.S. Holders," if Section 304 of the Code applies to the merger, the cash consideration received in the merger would be treated as having been received in a deemed redemption of shares of Exact Sciences common stock deemed issued. Such deemed redemption generally would be treated as having the effect of a distribution of a dividend if the receipt of the cash consideration by a holder is not "substantially disproportionate" with respect to such holder or is "essentially equivalent to a dividend" under the tests set forth in Section 302 of the Code. The determination of whether a holder's receipt of the cash consideration is not "substantially disproportionate" generally requires a comparison of (x) the percentage of the outstanding stock of Genomic Health that the holder is deemed actually and constructively to have owned immediately before the merger and (y) the percentage of the outstanding stock of Genomic Health that is actually and constructively owned by such holder immediately after the merger (including indirectly as a result of owning stock in Exact Sciences and taking into account any shares of Exact Sciences actually and constructively owned by such holder prior to the merger, or otherwise acquired in connection with the transaction). The deemed redemption will generally result in a "substantially disproportionate" exchange with respect to a holder if the percentage described in clause (y) above is less than 80% of the percentage described in clause (x) above. Whether the deemed redemption results in an exchange that is "not essentially equivalent to a dividend" with respect to a holder will depend on such holder's particular circumstances. Generally, if such deemed redemption results in a "meaningful reduction" in the holder's percentage stock ownership of Genomic Health, as determined by comparing the percentage described in clause (y) above to the percentage described in clause (x) above, such deemed redemption will be considered "not essentially equivalent to a dividend." The IRS has indicated in a revenue ruling that a minority shareholder in a publicly traded corporation will experience a "meaningful reduction" if the minority shareholder (i) has a minimal percentage stock interest, (ii) exercises no control over corporate affairs, and (iii) experiences any reduction in its percentage stock interest. In applying the above tests, a holder may, under constructive ownership rules, be deemed to own stock that is owned by other persons or stock underlying a holder's option to purchase stock, in addition to the stock actually owned by the holder. In addition, as noted above, in applying the "substantially disproportionate" and "not essentially equivalent to a dividend" tests to a holder, sales (or purchases) of Exact Sciences common stock made by such holder (or by persons whose shares are attributed to such holder) in connection with the merger will be taken into account.

        Any amount treated under these rules as a dividend paid to a non-U.S. holder generally would be subject to U.S. withholding tax at a rate of 30%, or such lower rate as may be specified by an applicable income tax treaty, unless such dividend is effectively connected with the non-U.S. holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment of the non-U.S. holder in the United States). Because it may not be certain at the time of closing whether Section 304 of the Code applies to the merger, and because the application of Section 304 of the Code depends on a non-U.S. holder's particular circumstances, withholding agents may not be able to determine whether (or to what extent) a non-U.S. holder is treated as receiving a dividend for U.S. federal income tax purposes. Therefore, withholding agents may withhold tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the gross amount of any cash merger consideration paid to a non-U.S. holder, unless (i) the withholding agent has established special procedures allowing non-U.S. holders to certify that they are exempt from such withholding tax and (ii) such non-U.S. holders are able to certify that they meet the requirements of such exemption (e.g., because such non-U.S. holders are not treated as receiving a dividend under the Section 302 tests described above). However, there can be no assurance that any withholding agent will establish such special certification procedures. If a withholding agent withholds excess amounts from the cash consideration payable to a non-U.S. holder, such non-U.S. holder may obtain a refund of any such excess amounts by timely filing an appropriate claim with the IRS.

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        Non-U.S. holders should consult their own tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances, the procedures for claiming treaty benefits or otherwise establishing an exemption from U.S. withholding tax with respect to any portion of the cash consideration payable to them pursuant to the merger, and the possible desirability of selling their shares of Genomic Health common stock or Exact Sciences common stock (and considerations relating to the timing of any such sales).

Information Reporting and Backup Withholding

        Payments of cash made in exchange for shares of Genomic Health common stock pursuant to the merger may be subject, under certain circumstances, to information reporting and backup withholding. To avoid backup withholding, a U.S. holder that does not otherwise establish an exemption should complete and return an Internal Revenue Service Form W-9, certifying under penalties of perjury that such U.S. holder is a "United States person" (within the meaning of the Code), that the taxpayer identification number provided is correct and that such U.S. holder is not subject to backup withholding.

        A non-U.S. holder may be subject to information reporting and backup withholding on any cash received in exchange for Genomic Health common stock pursuant to the merger unless the non-U.S. holder establishes an exemption, for example, by properly certifying its non-U.S. status on an appropriate Internal Revenue Service Form W-8.

        Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be refunded or credited against a holder's U.S. federal income tax liability, if any, provided that such holder furnishes the required information to the Internal Revenue Service in a timely manner.

        The tax consequences of the merger will depend on your specific situation. You should consult your own tax advisor with respect to the U.S. federal income tax consequences of the merger in light of your particular circumstances, as well as the applicability and effect of the alternative minimum tax and any state, local, and non-U.S. income or other tax laws and of any changes in those laws.

Accounting Treatment

        Exact Sciences prepares its financial statements in accordance with accounting principles generally accepted in the United States, which are referred to as GAAP. The merger will be accounted for as an acquisition of Genomic Health by Exact Sciences under the acquisition method of accounting in accordance with GAAP. Exact Sciences will be treated as the acquirer for accounting purposes.

        All unaudited pro forma condensed combined financial information contained in this proxy statement/prospectus were prepared using the acquisition method of accounting. The final allocation of the purchase price will be determined after the merger is completed and after completion of an analysis to determine the estimated net fair value of Genomic Health's assets and liabilities. Accordingly, the final acquisition accounting adjustments may be materially different from the unaudited pro forma adjustments. Any decrease in the estimated net fair value of the assets and liabilities of Genomic Health as compared to the unaudited pro forma information included in this proxy statement/prospectus will have the effect of increasing the goodwill recognized related to the merger.

Nasdaq Listing; Delisting and Deregistration of Genomic Health Common Stock

        Prior to the completion of the merger, Exact Sciences has agreed to use its reasonable best efforts to cause the shares of Exact Sciences common stock to be issued in connection with the merger to be

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approved for listing on Nasdaq. The listing of the shares of Exact Sciences common stock on Nasdaq, subject to official notice of issuance, is also a condition to completion of the merger.

        If the merger is completed, Genomic Health common stock will cease to be listed on Nasdaq and Genomic Health common stock will be deregistered under the Exchange Act.

Litigation Relating to the Merger

        Beginning on September 4, 2019, four actions were filed by purported stockholders of Genomic Health in federal courts in California and Delaware, captioned Wang v. Genomic Health, Inc., et al., Case No. 3:19-cv-05556 (N.D. Cal), Seligman v. Genomic Health, Inc., et al., Case No. 3:19-cv-05710 (N.D. Cal), Rice v. Genomic Health, Inc. et al., Case No. 3:19-cv-05929, and Plumley v. Genomic Health, Inc., et al., Case No. 1:19-cv-01719 (D. Del.), alleging claims relating to the merger. The complaints name as defendants Genomic Health and the members of the Genomic Health Board, and the Seligman and Plumley actions also name as defendants Exact Sciences and Merger Sub. The complaints allege, among other things, claims under Section 14(a) and 20(a) of the Exchange Act asserting that the preliminary proxy statement filed by Genomic Health in connection with the merger is materially incomplete and misleading, and the Seligman complaint also alleges claims for breach of fiduciary duty relating to the merger. The Seligman, Plumley and Rice actions seek to allege claims on behalf of a putative class of stockholders of Genomic Health. The complaints purport to seek to enjoin the planned special meeting of Genomic Health's stockholders unless and until the allegedly missing material information is disclosed or, in the event the merger is consummated, to recover damages from the defendants. The defendants believe the claims asserted in these civil actions are without merit.

Restrictions on Sales of Shares of Exact Sciences Common Stock Received in the Merger

        All shares of Exact Sciences common stock received by Genomic Health stockholders in the merger will be freely tradable for purposes of the Securities Act and the Exchange Act, except for shares of Exact Sciences common stock received by any Genomic Health stockholder who becomes an "affiliate" of Exact Sciences after completion of the merger (such as Genomic Health directors or executive officers who become directors or executive officers of Exact Sciences after the merger). This proxy statement/prospectus does not cover resales of shares of Exact Sciences common stock received by any person upon completion of the merger, and no person is authorized to make any use of this proxy statement/prospectus in connection with any resale.


THE MERGER AGREEMENT

        This section describes the material terms of the merger agreement. The descriptions of the merger agreement in this section and elsewhere in this proxy statement/prospectus are qualified in their entirety by reference to the complete text of the merger agreement, a copy of which is attached as Annex A and is incorporated by reference into this proxy statement/prospectus. This summary does not purport to be complete and may not contain all of the information about the merger agreement that is important to you. You are encouraged to carefully read the entire merger agreement.

Explanatory Note Regarding the Merger Agreement

        The merger agreement is included to provide you with information regarding its terms. Neither the merger agreement nor the summary of its material terms included in this section is intended to provide any factual information about Exact Sciences or Genomic Health. Factual disclosures about Genomic Health and Exact Sciences contained in this proxy statement/prospectus and/or in the public reports of Genomic Health and Exact Sciences filed with the SEC (as described in the section entitled "Where You Can Find More Information" beginning on page 160) may supplement, update or modify the disclosures about Genomic Health and Exact Sciences contained in the merger agreement. The merger

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agreement contains representations and warranties and covenants of the parties customary for a merger of this nature. The representations and warranties contained in the merger agreement were made only for purposes of the merger agreement as of the specific dates therein; were made solely for the benefit of the parties to the merger agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the merger agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the merger agreement except for the limited purposes expressly set forth therein and should not rely on the representations and warranties or any descriptions thereof as characterizations of the actual state of facts or condition of the parties thereto or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of representations and warranties may change after the date of the merger agreement, which subsequent information may or may not be fully reflected in Exact Sciences' or Genomic Health's public disclosures. Accordingly, the representations and warranties in the merger agreement should not be relied on by any persons as characterizations of the actual state of facts about Genomic Health or Exact Sciences at the time they were made or otherwise.

Structure of the Merger

        The merger agreement provides that, upon the terms and subject to the conditions set forth in the merger agreement, and in accordance with the DGCL, at the completion of the merger, Merger Sub will be merged with and into Genomic Health. As a result of the merger, the separate corporate existence of Merger Sub will cease, and Genomic Health will continue as the surviving corporation and a direct or indirect wholly owned subsidiary of Exact Sciences. The certificate of incorporation of Genomic Health, as in effect immediately prior to the completion of the merger, will be amended and restated in its entirety as set forth in Exhibit B to the merger agreement and, as so amended and restated, will be the certificate of incorporation of the surviving corporation. The by-laws of Merger Sub, as in effect immediately prior to the completion of the merger, will be the by-laws of the surviving corporation, except with respect to the name of the surviving corporation, which will be "Genomic Health, Inc."

Merger Consideration

        At the completion of the merger, upon the terms and subject to the conditions set forth in the merger agreement, each share of Genomic Health common stock issued and outstanding immediately prior to the completion of the merger (other than (1) shares held by Genomic Health as treasury stock, Exact Sciences, or any subsidiaries of Genomic Health or Exact Sciences and (2) shares held by a holder who has properly exercised and perfected (and not effectively withdrawn or lost) such holder's demand for appraisal rights under the DGCL, both of which are collectively referred to herein as excluded shares) will be converted into the right to receive the merger consideration, which is:

    $27.50 in cash, without interest, from Exact Sciences; plus

    a fraction of a share of Exact Sciences common stock equal to the quotient obtained by dividing $44.50 by the average of the volume-weighted average prices per share of Exact Sciences common stock on Nasdaq (as reported by Bloomberg L.P. or, if not reported on Bloomberg L.P., in another authoritative source mutually selected by Genomic Health and Exact Sciences) on each of the 15 consecutive trading days ending with the trading day immediately prior to the closing date, which is referred to as the Exact Sciences stock price, subject to adjustment based on a two-way collar mechanism described below.

        The fraction of a share of Exact Sciences common stock into which each share of Genomic Health common stock (other than excluded shares) will be converted is referred to as the exchange ratio. The

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exchange ratio will be calculated based upon the Exact Sciences stock price. If the Exact Sciences stock price is greater than $98.79 but less than $120.75, the exchange ratio will be equal to the quotient of (a) $44.50 divided by (b) the Exact Sciences stock price. If the Exact Sciences stock price is equal to or less than $98.79 or equal to or greater than $120.75, then a two-way collar mechanism will apply, pursuant to which (1) if the Exact Sciences stock price is equal to or greater than $120.75, the exchange ratio will be fixed at 0.36854 and (2) if the Exact Sciences stock price is equal to or less than $98.79, the exchange ratio will be fixed at 0.45043.

        The following table sets forth an illustrative range of the potential merger consideration based on various Exact Sciences stock prices, ranging from $50.00 to $135.00, which reflect the 52-week stock price range for Exact Sciences common stock as of September 20, 2019 plus or minus approximately 10 percent, as applicable. The highlighted rows represent the Exact Sciences stock price values that are within the two-way collar mechanism described above.

Exact Sciences
Stock Price
  Exchange
Ratio
  Value of Stock
Consideration
per share of
Common Stock
  Cash
Consideration
per share of
Common
Stock(1)
  Total
Consideration
 
$ 50.00     0.45043   $ 22.52   $ 27.50   $ 50.02  
$ 55.00     0.45043   $ 24.77   $ 27.50   $ 52.27  
$ 60.00     0.45043   $ 27.03   $ 27.50   $ 54.53  
$ 65.00     0.45043   $ 29.28   $ 27.50   $ 56.78  
$ 70.00     0.45043   $ 31.53   $ 27.50   $ 59.03  
$ 75.00     0.45043   $ 33.78   $ 27.50   $ 61.28  
$ 80.00     0.45043   $ 36.03   $ 27.50   $ 63.53  
$ 85.00     0.45043   $ 38.29   $ 27.50   $ 65.79  
$ 90.00     0.45043   $ 40.54   $ 27.50   $ 68.04  
$ 95.00     0.45043   $ 42.79   $ 27.50   $ 70.29  
$ 100.00     0.44500   $ 44.50   $ 27.50   $ 72.00  
$ 105.00     0.42381   $ 44.50   $ 27.50   $ 72.00  
$ 110.00     0.40455   $ 44.50   $ 27.50   $ 72.00  
$ 115.00     0.38696   $ 44.50   $ 27.50   $ 72.00  
$ 120.00     0.37083   $ 44.50   $ 27.50   $ 72.00  
$ 125.00     0.36854   $ 46.07   $ 27.50   $ 73.57  
$ 130.00     0.36854   $ 47.97   $ 27.50   $ 75.41  
$ 135.00     0.36854   $ 49.75   $ 27.50   $ 77.25  

(1)
Genomic Health stockholders will receive $27.50 in cash per share of common stock.

        The examples above are illustrative only. It is impossible to accurately predict the market price of Exact Sciences common stock at the completion of the merger or during the period over which the Exact Sciences stock price is calculated, and therefore impossible to accurately predict the number or value of the shares of Exact Sciences common stock that Genomic Health stockholders will receive in the merger. You should obtain current market quotations for shares of Exact Sciences common stock.

        All fractional shares of Exact Sciences common stock that would otherwise be issued to a Genomic Health stockholder of record as part of the merger consideration will be aggregated to create whole shares of Exact Sciences common stock that will be issued to Genomic Health stockholders as part of the merger consideration. If a fractional share of Exact Sciences common stock remains payable to a Genomic Health stockholder of record after aggregating all fractional shares of Exact Sciences common stock payable to such Genomic Health stockholder, then such stockholder will be paid, in lieu of such remaining fractional share of Exact Sciences common stock, an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (1) the amount of the fractional share

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interest in a share of Exact Sciences common stock to which such holder would otherwise be entitled (rounded to five decimal places) and (2) the Exact Sciences stock price.

        Exact Sciences stockholders will continue to own their existing shares of common stock of Exact Sciences, the form of which will not be changed by the transaction.

Treatment of Genomic Health Equity Awards

        As of the effective time of the merger, each Genomic Health RSU award that is held by a non-employee director of Genomic Health and remains outstanding immediately prior to the effective time of the merger, will, to the extent not vested, become fully vested, and will be canceled without any action on the part of any holder or beneficiary thereof in consideration for the right to receive the merger consideration in respect of each share of Genomic Health common stock subject to such Genomic Health RSU award immediately prior to the effective time of the merger.

        As of the effective time of the merger, each Genomic Health RSU award that is not held by a non-employee director of Genomic Health and remains outstanding immediately prior to the effective time of the merger, whether vested or unvested, will, without any action on the part of the holder thereof, be assumed by Exact Sciences and converted into a restricted stock unit award of Exact Sciences equal to the product of (i) the number of shares of Genomic Health common stock subject to the Genomic Health RSU award and (ii) the equity award exchange ratio. Each converted Exact Sciences RSU award will have the same terms and conditions as were applicable under such Genomic Health RSU award immediately prior to the effective time of the merger, provided that, in the event the holder of such Genomic Health RSU award experiences a qualifying termination upon or within 18 months of the effective time of the merger, the converted Exact Sciences RSU award will accelerate and immediately become vested (i) in full if the holder is a participant in the Executive Severance Plans or (ii) with respect to the portion of such award that is scheduled to vest during the 12 month period immediately following the date of the qualifying termination if the holder is not a participant in the Executive Severance Plans, with the remainder forfeited immediately.

        As of the effective time of the merger, each Genomic Health stock option that is either (i) vested as of immediately prior to the effective time of the merger or (ii) held by a non-employee director of Genomic Health, whether vested or unvested, and remains outstanding immediately prior to the effective time of the merger, will be canceled without any action on the part of any holder thereof in consideration for the right to receive the merger consideration as promptly as practicable following the effective time of the merger in respect of each net option share subject to such Genomic Health stock option immediately prior to the effective time of the merger, less any applicable withholding or other taxes or other amounts required by applicable law to be withheld.

        As of the effective time of the merger, each Genomic Health stock option, other than any Genomic Health stock option that is vested or held by a non-employee director, that remains outstanding immediately prior to the effective time of the merger will, without any action on the part of the holder thereof, be assumed by Exact Sciences and converted into a compensatory option to purchase Exact Sciences common stock relating to the number of shares of Exact Sciences common stock equal to the product of (i) the number of shares of Genomic Health common stock subject to such Genomic Health stock option immediately prior to the effective time of the merger and (ii) the equity award exchange ratio, with an exercise price per share equal to the quotient of (A) the exercise price per share of Genomic Health common stock immediately prior to the effective time of the merger over (B) the equity award exchange ratio. Each converted Exact Sciences stock option will have the same terms and conditions as were applicable under such Genomic Health stock option immediately prior to the effective time of the merger, provided that in the event that the holder of such Genomic Health stock option experiences a qualifying termination upon or within 18 months of the effective time of the merger, the converted Exact Sciences stock option will accelerate and

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immediately become vested (i) in full if the holder is a participant in the Executive Severance Plans or (ii) with respect to the portion of such award that is scheduled to vest during the 12 month period immediately following the date of the qualifying termination if the holder is not a participant in the Executive Severance Plans, with the remainder forfeited immediately.

        The merger agreement provides that the current June 1, 2019 to November 29, 2019 offering period ongoing as of the date of the merger agreement will be the final offering period under the ESPP, and that each ESPP participant's accumulated contributions under the ESPP will be used to purchase shares of our common stock in accordance with the ESPP on the earlier of (i) the end of the offering period and (ii) the trading date that is four business days prior to the closing date. The merger agreement also provides that (A) no additional purchase rights will be granted under the ESPP, (B) participants in the ESPP will be prohibited from increasing their payroll deductions from those in effect on the date of the merger agreement, (C) no individual may make separate non-payroll contributions to the ESPP, (D) no new individual may commence participation in the ESPP and (E) the ESPP will be terminated immediately prior to the effective time of the merger.

Closing and Effectiveness of the Merger

        Unless another time, date or place is agreed to in writing by Genomic Health and Exact Sciences, the closing of the merger will occur at 9:00 a.m. (local time) on a date to be specified by Genomic Health and Exact Sciences, but no later than the third business day after the satisfaction or waiver of the closing conditions set forth in the merger agreement (other than those conditions that by their terms are to be satisfied at the closing, but subject to the satisfaction or waiver of such conditions).

        The merger will become effective at the time the certificate of merger has been duly filed with the Delaware Secretary of State or at such other date and time as is agreed between Genomic Health and Exact Sciences and specified in the certificate of merger.

Conversion of Shares; Exchange of Certificates; Fractional Shares

        The conversion of shares of Genomic Health common stock (other than the excluded shares) into the right to receive the merger consideration will occur automatically at the completion of the merger. Each excluded share held by any wholly owned subsidiary of Genomic Health or any wholly owned subsidiary of Exact Sciences (other than Merger Sub) will be converted into and become such number of fully paid and non-assessable common shares of the surviving corporation such that the ownership percentage of any such subsidiary of the surviving corporation immediately following completion of the merger will equal the ownership percentage of such subsidiary in Genomic Health immediately prior to completion of the merger.

        As promptly as practicable after the completion of the merger, and in no event later than the 5th business day after such time, Exact Sciences' exchange agent will mail a letter of transmittal to each holder of record of a certificate that immediately prior to the completion of the merger represented outstanding shares of Genomic Health common stock. The letter of transmittal will specify that delivery of certificates will be effected and risk of loss and title to such certificates will pass only upon proper delivery of such certificates (or affidavits of loss in lieu of such certificates) to the exchange agent and will be in the form and have such other provisions as Exact Sciences may reasonably specify. The letter of transmittal will be accompanied by instructions (in the form and having such provisions as Exact Sciences may reasonably specify) for use in effecting the surrender of the certificates in exchange for cash in an amount equal to the cash consideration multiplied by the number of shares of Genomic Health common stock previously represented by such certificates; the number of shares of Exact Sciences common stock (which will be in book-entry form) representing, in the aggregate, the whole number of shares that such holder has the right to receive in respect of such certificates pursuant to the merger agreement; any dividends or distributions payable pursuant to the merger agreement; and

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cash in lieu of fractional shares of Exact Sciences common stock payable pursuant to the merger agreement, referred to as the exchange payment. Upon surrender of a certificate (or affidavit of loss in lieu thereof) for cancelation to the exchange agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions, and such other documents as may be required pursuant to such instructions, the holder of such certificate will be entitled to receive in exchange, and Exact Sciences will use its reasonable best efforts to cause the exchange agent to pay and deliver in exchange, as promptly as reasonably practicable, the exchange payment. Genomic Health stockholders should not return stock certificates with the enclosed proxy card.

        No holder of book-entry shares will be required to deliver a certificate or letter of transmittal or surrender such book-entry shares to the exchange agent. In lieu thereof, each book-entry share will automatically on the completion of the merger be entitled to receive, and Exact Sciences will use its reasonable best efforts to cause the exchange agent to pay and deliver in exchange therefor as promptly as reasonably practicable the exchange payment. No interest will be paid or will accrue for the benefit of holders of the certificates or book-entry shares on the cash or other merger consideration payable pursuant to the merger agreement.

        At the completion of the merger, shares of Genomic Health common stock will no longer be outstanding, will be automatically canceled and will cease to exist, and each certificate or book-entry share that represented shares of Genomic Health common stock immediately prior to the completion of the merger will cease to have any rights with respect to such common stock, other than the right to receive the merger consideration as described above and subject to the terms and conditions set forth in the merger agreement.

        The holders of Exact Sciences common stock issued in exchange for certificates or book-entry shares as described above will receive, without interest (1) at the time of delivery of the Exact Sciences common stock by the exchange agent, the amount of dividends or other distributions, if any, with a record date after the completion of the merger paid with respect to such shares of Exact Sciences common stock and (2) at the appropriate payment date, the amount of dividends or other distributions, if any, with a record date after the completion of the merger but before the delivery of Exact Sciences common stock by the exchange agent and a payment date subsequent to such delivery of such Exact Sciences common stock by the exchange agent pursuant to the merger agreement, payable with respect to such shares of Exact Sciences common stock.

        Each of Exact Sciences, Genomic Health, the surviving corporation and the exchange agent will be entitled to deduct and withhold from any amounts otherwise payable pursuant to the merger agreement to any person such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or any provision of applicable tax law (provided that withholding with respect to stock options will be taken pro-rata from the cash consideration portion of the merger consideration and pro-rata from the stock consideration portion based on the value of the merger consideration that consists of stock relative to cash). Any amounts so withheld will be treated for all purposes of the merger agreement as having been paid to the person in respect of which such deduction and withholding was made.

        All shares of Exact Sciences common stock issued pursuant to the merger agreement will be issued in book-entry form.

Representations and Warranties; Material Adverse Effect

        The merger agreement contains a number of representations and warranties made by the parties thereto that are subject in some cases to exceptions and qualifications (including exceptions to the effect that there have not been, and would not reasonably be expected to be, a "material adverse effect"). See the definition of "material adverse effect" beginning on page 94.

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        The representations and warranties made by each party under the merger agreement relate to, among other things:

    due organization, valid existence, good standing and qualification to do business;

    capitalization;

    capitalization and ownership of subsidiaries;

    corporate authorization of the merger agreement and the transactions contemplated by the merger agreement and the valid and binding nature of the merger agreement;

    required consents and approvals from governmental entities;

    the absence of any conflicts or violations of organizational documents and other material agreements or laws;

    documents filed with the SEC and financial statements;

    internal controls and disclosure controls and procedures relating to financial reporting;

    the absence of certain changes or events;

    conduct of their businesses in the ordinary course and the absence of a material adverse effect;

    the absence of certain undisclosed liabilities;

    the absence of certain legal proceedings, investigations and governmental orders;

    possession of, and compliance with, material permits necessary for the conduct of such party's business;

    accuracy of information supplied or to be supplied in connection with this proxy statement/prospectus;

    intellectual property and information technology;

    healthcare regulatory compliance;

    privacy;

    payers; and

    brokers fees and expenses.

        The merger agreement also contains additional representations and warranties of Genomic Health, relating to, among other things, the following:

    the unanimous approval and recommendation by the Genomic Health Board of the merger agreement and the transactions contemplated by the merger agreement;

    Genomic Health stockholder approval;

    employee benefit plans;

    employment and labor matters;

    tax matters;

    material contracts and related party transactions;

    real and personal property;

    environmental matters;

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    compliance with certain domestic and foreign corruption laws and customs and international trade laws;

    insurance policies;

    data protection and cybersecurity;

    suppliers;

    DGCL Section 203; and

    opinions from financial advisors.

        The merger agreement also contains additional representations and warranties by Exact Sciences and Merger Sub, relating to, among other things, sufficiency of Exact Sciences' funds in connection with the merger.

        The representations and warranties of each of the parties to the merger agreement will expire upon the completion of the merger.

        Certain of the representations and warranties made by the parties are qualified as to "knowledge," "materiality" or "material adverse effect." For purposes of the merger agreement, "material adverse effect," when used in reference to Exact Sciences or Genomic Health, means any event, circumstance, occurrence, effect, fact, development or change, individually or in the aggregate, that has a material adverse effect on the business, financial condition or results of operations of the referenced party and its subsidiaries, taken as a whole, except that, for purposes of the definition of "material adverse effect," none of the following (or the results thereof) will constitute a material adverse effect or be taken into account in determining whether a material adverse effect has occurred:

    changes in general economic, financial market, regulatory, business, financial, political, geopolitical, credit or capital market conditions, including interest or exchange rates;

    general changes or developments in any of the industries or markets, or in the business conditions in the geographic regions, in which the referenced party or any of its subsidiaries operate;

    changes in any applicable laws or accounting regulations or principles or interpretations thereof;

    acts of war (whether or not declared), hostilities, military actions or acts of terrorism, or any escalation or worsening of the foregoing, weather related events, fires, natural disasters or any other acts of God;

    any change in the price or trading volume of the referenced party's securities or other financial instruments or change in the referenced party's credit rating, in and of itself (except that the facts or occurrences giving rise to or contributing to such change that are not otherwise excluded from the definition of "material adverse effect" may constitute or be taken into account in determining whether a material adverse effect has occurred);

    any failure by the referenced party to meet its internal or published projections, budgets, plans or forecasts of its revenues, earnings or other financial performance or results of operations or any published analyst or other third-party estimates or expectations of the referenced party's revenue, earnings or other financial performance or results of operations for any period, in and of itself (except that the facts or occurrences giving rise to or contributing to such failure that are not otherwise excluded from the definition of "material adverse effect" may constitute or be taken into account in determining whether a material adverse effect has occurred);

    the public announcement or pendency of the merger or the other transactions contemplated by the merger agreement (including, to the extent resulting from the foregoing, any effect on any of

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      referenced party's or any of its subsidiaries' relationships with their respective suppliers or employees); or

    any actions or claims made or brought by any of the current or former stockholders of the referenced party (or on their behalf or on behalf of such referenced party) against such referenced party or any of its directors, officers or employees arising out of the merger agreement and the merger;

provided that the exceptions in the first four bullets will not apply to the extent the events, circumstances, occurrences, effects, facts, developments or changes set forth in such bullets have a disproportionate impact on the referenced party and its subsidiaries, taken as a whole, relative to the other participants in the industries in which the referenced party and its subsidiaries operate.

Covenants and Agreements

Conduct of Business

        Each of Exact Sciences and Genomic Health has agreed to certain covenants in the merger agreement restricting the conduct of its respective business between July 28, 2019 and the earlier of the completion of the merger and the termination of the merger agreement.

Conduct of Business of Genomic Health

        In general, Genomic Health has agreed that prior to the completion of the merger or the termination of the merger agreement in accordance with its terms, except as may be required by law, as may be agreed in writing by Exact Sciences (which consent, in certain specified cases, will not be unreasonably withheld, delayed or conditioned), or as may be expressly contemplated or required by the merger agreement, it will and will cause its subsidiaries to:

    conduct the business of Genomic Health and its subsidiaries in the ordinary course of business and in a manner consistent with past practice (including with respect to billing, collection and credit policies); and

    to the extent consistent with the prior bullet, use reasonable best efforts to preserve its assets and business organization and maintain its existing relationships with material customers, suppliers, distributors, governmental authorities and business partners, and to keep available the services of its directors, officers and key employees.

        In addition, Genomic Health has agreed that, prior to the completion of the merger or the termination of the merger agreement in accordance with its terms, except as may be required by law, as may be agreed in writing by Exact Sciences (which consent, in certain specific cases will not be unreasonably withheld, delayed or conditioned), or as may be expressly permitted or required by the merger agreement, it will not and will cause its subsidiaries not to, directly or indirectly:

    amend its certificate of incorporation, bylaws or such equivalent organizational or governing documents of any of its subsidiaries (except for amendments to such documents of its subsidiaries that would not be material to Exact Sciences or Merger Sub or that would not and would not be reasonably expected to delay or prevent the merger);

    (1) split, reverse split, combine, subdivide, reclassify, redeem, repurchase or otherwise acquire or amend the terms of, or (2) issue, sell, pledge, dispose of, encumber, grant or authorize, in each case, any of their capital stock or other equity or voting securities or other equity interests or any options, warrants, convertible securities or other rights to acquire any shares of their capital stock or other equity or voting securities or other equity interests (including, in the case of clause (2), equity-based compensation), subject to certain exceptions;

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    declare, set aside, authorize, make or pay any dividend or other distribution with respect to their capital stock or other equity interests, other than certain intercompany dividends paid by Genomic Health' wholly owned subsidiaries to Genomic Health or its wholly owned subsidiaries;

    except to the extent required under an existing employee benefit plan in effect on July 28, 2019:

    (1) establish, adopt, enter into, amend, terminate, or accelerate rights under any employee benefit plan;

    (2) communicate with employees regarding the compensation, benefits or other treatment they will receive following the completion of the merger, unless such communications are consistent with the terms of the merger agreement;

    (3) except as may be required by GAAP, materially change any actuarial or other assumptions used to calculate funding obligations for any employee benefit plan, make any voluntary contributions to an employee benefit plan that are outside the ordinary course of business or materially change the manner in which, or basis for determining how, plan contributions are made; or

    (4) with respect to any current or former employee, director or individual service provider of Genomic Health or its subsidiaries:

    grant or pay or commit to grant or pay any bonus, incentive or profit-sharing award or payment;

    increase or commit to increase wages, salary, bonuses, commissions, fringe benefits, severance or other compensation, benefits or remuneration except for base salary increases in the ordinary course of business with respect to employees at a level below vice president with less than $300,000 in annual base salary;

    accelerate any payment or benefit, the vesting of any equity or equity-based award or the funding of any payment or benefit; or

    enter into any employment, severance, change in control, retention, individual consulting or similar agreement (other than ordinary course offer letters that provide for "at-will" employment or employment, if at-will employment is prohibited by local law without any severance);

    hire, engage, promote or terminate (other than for cause) any employee or other individual service provider at a level of vice president or above or who is or would be entitled to receive annual base salary of $300,000 or more;

    make any loan or advance (other than travel and similar advances to employees in the ordinary course of business) to any employee in excess of $25,000 in the aggregate;

    forgive any loans or advances to any officers, employees or directors or change existing borrowing or lending arrangements for any such persons pursuant to an employee benefit plan or otherwise;

    acquire (by any method) any corporation, partnership, limited liability company, joint venture, other business organization, or the business or assets of any third party constituting a business or any portion thereof for consideration over $1 million in the aggregate;

    sell, pledge, dispose of, transfer, abandon, lease, license, mortgage, incur a lien other than certain permitted liens on or otherwise transfer or encumber any of their assets, business, properties or rights having a fair market value in excess of $250,000 individually or $1 million in the aggregate, except for sales of inventory and accounts receivable in the ordinary course of business, disposition of obsolete tangible assets or expired inventory, certain intracompany transfers among Genomic Health entities, and certain other immaterial transactions;

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    cancel any material indebtedness or, except in the ordinary course of business, settle, waive or amend any claims or rights of substantial value;

    (1) except for certain intercompany indebtedness among Genomic Health entities, incur, create, assume or otherwise become liable for any indebtedness for borrowed money or issue or sell any of their debt securities (or options, warrants, calls or other rights to acquire any debt securities) and (2) except in the ordinary course of business, (a) incur or assume any other form of indebtedness, or (b) make any loans, advances or capital contributions to, or investments in, any other person or entity;

    terminate, enter into, materially amend, supplement or modify, or renew or waive, release or assign any material rights under any material contact or any lease, other than such actions with respect to certain types of contracts in the ordinary course of business; provided, that such exception will not apply to any contract that requires or provides for consent, acceleration, termination or any other material right or consequence triggered in whole or in party by the merger or any other transactions contemplated by the merger agreement;

    make any material change to its methods of financial accounting, except as required by GAAP or certain SEC rules;

    for certain specified periods, make aggregate capital expenditures during such period in excess of 110% of a certain specified budgeted amount;

    write up, write down or write off the book value of any material assets, except to the extent required by GAAP;

    with certain exceptions, release, compromise, assign, settle or agree to settle any legal, administrative or similar proceedings, other than settlements solely involving monetary obligations of Genomic Health or its subsidiaries for an amount not greater than $250,000 individually or $2.5 million in the aggregate (provided, the exceptions will not apply to any proceeding involving an employee of Genomic Health or its subsidiaries at the level of vice president or above);

    fail to use commercially reasonable efforts to maintain in effect existing material insurance policies;

    (1) sell, transfer, assign, lease, license or otherwise dispose of (whether by merger, stock or asset sale or otherwise) to any person or entity any rights to any Genomic Health owned IP (except for licensing non-exclusive rights) (A) to customers or suppliers in their capacities as such in the ordinary course of business and (B) pursuant to material transfer agreements, the primary purpose of which is to provide tangible materials as between the parties thereto, and clinical research agreements, the primary purpose of which is conducting clinical research activities on behalf of a party thereto, in each case entered into in the ordinary course of business; (2) fail to use all reasonable efforts not to cancel, dedicate to the public, disclaim, forfeit, reissue, reexamine or abandon without filing a substantially identical counterpart in the same jurisdiction with the same priority or allow to lapse (except with respect to patents expiring in accordance with their terms) any intellectual property, other than those of immaterial value to Genomic Health (including by failing to take necessary actions to prosecute and maintain in full force and effect any registrations or applications therefor); or (3) enter into any contract or amendment to any contract that would, or would purport to, assign or grant a covenant not to sue or exclusivity obligation on any material intellectual property owned by Exact Sciences or its affiliates (excluding Genomic Health or its subsidiaries), or subject Exact Sciences or any of its affiliates (excluding Genomic Health and its subsidiaries) to any non-compete or other material restriction on the conduct of its business;

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    (1) make, change or revoke any material tax election or change any material aspect of its method of tax accounting; (2) file any material amendment to a material tax return; (3) settle or compromise any audit, proceeding or action with respect to a material amount of taxes; (4) agree to an extension or waiver of the statute of limitations with respect to a material amount of taxes; (5) enter into any "closing agreement" within the meaning of Section 7121 of the Code (or any similar provision of state, local or non-U.S. law) with respect to any material tax or request any material tax ruling; or (6) surrender any right to claim a material tax refund;

    merge or consolidate with any person or entity or adopt a plan of complete or partial liquidation, dissolution, recapitalization or other reorganization; or

    enter into any contract to do, authorize or adopt any resolutions approving, or announce an intention to do, any of the foregoing.

Conduct of Business of Exact Sciences

        Exact Sciences has agreed that, prior to the completion of the merger or the termination of the merger agreement in accordance with its terms, except as may be required by law, as may be agreed in writing by Genomic Health (which consent will not be unreasonably withheld, delayed or conditioned), or as may be expressly permitted or required by the merger agreement, it will not, directly or indirectly:

    amend Exact Sciences' and Merger Sub's certificate of incorporation or by-laws in a manner that would be materially or disproportionately (relative to other holders of Exact Sciences common stock) adverse to Genomic Health stockholders or would, or would reasonably be expected to, delay or prevent the completion of the merger;

    with certain exceptions, repurchase or otherwise acquire Exact Sciences common stock, unless in the ordinary course of business;

    declare or pay any dividend or other distribution payable in cash, stock, property or otherwise, with respect to its capital stock or other equity interests;

    merge or consolidate Exact Sciences or Merger Sub with any person or entity or adopt a plan of complete or partial liquidation, dissolution, recapitalization or other reorganization with respect to Exact Sciences;

    adjust, split, combine, subdivide or reclassify Exact Sciences' capital stock; or

    enter into any contract to do, authorize or adopt any resolutions approving, or announce an intention to do, any of the foregoing.

Stockholder Meeting and Board Recommendation

        The merger agreement requires Genomic Health to (1) as soon as reasonably practicable following effectiveness of the registration statement of which this proxy statement/prospectus forms a part and the SEC staff advises that it has no further comments on the proxy statement or that Genomic Health may commence mailing of the proxy statement, duly call, set a record date for, give notice of, convene (on a date selected by Genomic Health in consultation with Exact Sciences that is within 60 days of the effectiveness of this registration statement, subject to adjournment or postponement) and hold a meeting of its stockholders for the purpose of seeking the approval of the merger proposal, (2) submit the merger proposal to its stockholders at such meeting and (3) not submit any other proposal in connection with such meeting (other than the merger-related compensation proposal and the adjournment proposal) without the prior written consent of Exact Sciences. Genomic Health will adjourn or postpone the special meeting without Exact Sciences' consent (1) if adjournment or postponement is required by law to ensure any supplement or amendment to this proxy statement/prospectus or the registration statement is provided to stockholders within a reasonable amount of time

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in advance of the special meeting, or (2) if there are not sufficient votes at such meeting to constitute a quorum or to obtain approval of the merger proposal, subject to certain limits on the length of such adjournments or postponements and subject to a prohibition on postponement if it would require a change to the record date for the stockholders' meeting.

        If the Genomic Health Board has not made an adverse recommendation change pursuant to the terms of the merger agreement, the board of directors will (1) recommend that Genomic Health stockholders approve the merger proposal, referred to as the Genomic Health recommendation, (2) include the Genomic Health recommendation in this proxy statement/prospectus and (3) use its reasonable best efforts to solicit from its stockholders proxies in favor of the merger proposal and to secure stockholder approval.

        Even if an adverse recommendation change has been made pursuant to the terms of the merger agreement, unless the merger agreement has been terminated in accordance with its terms, the obligations of the parties under the merger agreement will continue in full force and effect.

        For purposes of the merger agreement, an adverse recommendation change refers to (1) the withdrawal, qualification or modification, or public proposal to withdraw, qualify or modify, the Genomic Health s recommendation, in each case in a manner adverse to Exact Sciences or Merger Sub or (2) the approval, authorization, declaration of advisability or recommendation of any acquisition proposal.

Appropriate Action; Consents; Filings

        Each of Exact Sciences and Genomic Health has agreed to cooperate with each other and use (and cause their respective subsidiaries to use) their respective reasonable best efforts to complete the transactions contemplated by the merger agreement prior to the termination date and to cause the conditions to the completion of the merger to be satisfied as promptly as reasonably practicable prior to the termination date, including using reasonable best efforts to accomplish the following as promptly as reasonably practicable prior to the termination date:

    the obtaining of all actions or non-actions, consents, approvals, registrations, waivers, permits, authorizations, orders, expirations or terminations of waiting periods, and other confirmations from any governmental authority or other person or entity that are or may become necessary, proper or advisable in connection with the merger;

    the preparation and making of all registrations, filings, forms, notices, petitions, statements, submissions of information, applications and other documents (including filings with governmental authorities) that are or may become necessary, proper or advisable in connection with the merger;

    the taking of all steps as may be necessary, proper or advisable to obtain an approval from, or to avoid a legal, administrative or other similar proceeding or action by any governmental authority or other person or entity in connection with the merger;

    the defending of any lawsuits or other legal, administrative or other similar proceedings or actions, whether judicial or administrative, challenging the merger agreement or that would otherwise prevent or delay the completion of the merger in accordance with the terms of the merger agreement, including seeking to have any stay, temporary restraining order or injunction entered by any court or other governmental authority vacated or reversed; and

    the execution and delivery of any additional instruments that are or may become reasonably necessary, proper or advisable to complete the transactions contemplated by the merger agreement.

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        Each of the parties to the merger agreement agreed to, in consultation and cooperation with the other parties and as promptly as reasonably practicable, but in any event within 10 business days after July 28, 2019, make its respective filings under the HSR Act (which the parties filed on August 9, 2019), and to thereafter make any other applications and filings as reasonably determined by Exact Sciences and Genomic Health under other applicable U.S. or foreign regulatory laws with respect to the transactions contemplated by the merger agreement as promptly as practicable, but in no event later than as required by law. Notwithstanding the foregoing, without the prior written consent of Exact Sciences, Genomic Health will not grant or offer to grant any accommodation or concession (financial or otherwise), or make any payment, to any third party (other than filing fees to any governmental authority) in connection with seeking or obtaining its consent to the transactions contemplated by the merger agreement.

        Each of the parties has agreed to (1) furnish to the other such necessary information and reasonable assistance as the other may request in connection with the preparation of any governmental filings, submissions or other documents; (2) give the other reasonable prior notice of any such filing, submission or other document and, to the extent reasonably practicable, of any communication with or from any governmental authority regarding the transactions contemplated by the merger agreement, and permit the other to review and discuss in advance, and consider in good faith the views, and secure the participation, of the other in connection with any such filing, submission, document or communication; and (3) cooperate in responding as promptly as reasonably practicable to any investigation or other inquiry from a governmental authority or in connection with any legal, administrative or other similar proceeding or action initiated by a governmental authority or private party, including informing the other party as soon as practicable of any such investigation, inquiry or legal, administrative or other similar proceeding or action, and consulting in advance, to the extent practicable, before making any presentations or submissions to a governmental authority, or, in connection with any legal, administrative or other similar proceeding or action initiated by a private party, to any other person or entity.

        Each of the parties has also agreed to give reasonable prior notice to and consult with the other in advance of any meeting, conference or substantive communication with any governmental authority, or, in connection with any legal or administrative or other similar proceeding or action by a private party, with any other person or entity, and to the extent not prohibited by applicable law or by the applicable governmental authority or other person or entity, and to the extent reasonably practicable, not participate or attend any meeting or conference, or engage in any substantive communication, with any governmental authority or such other person or entity in respect of the transactions contemplated by the merger agreement without the other party, and in the event one party is prohibited from, or unable to participate, attend or engage in, any such meeting, conference or communication, keep such party apprised with respect thereto.

        Subject to certain limitations (including with respect to sensitive information of a party), each party has agreed to furnish to the other copies of all filings, submissions, correspondence and communications between it and its affiliates and their respective representatives, on the one hand, and any governmental authority or members of any government authority's staff (or any other person or entity in connection with any legal, administrative or other similar proceeding or action initiated by a private party), on the other hand, with respect to the transactions contemplated by the merger agreement.

        Each of Exact Sciences and Genomic Health agreed, between July 28, 2019 and the earlier of the completion of the merger and the termination of the merger agreement, that it and its subsidiaries would not complete, enter into any agreement providing for, or announce, any investment, acquisition, divestiture or other business combination that would reasonably be expected to materially delay or prevent the completion of the merger.

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No Solicitation

        Genomic Health has agreed between July 28, 2019 and the earlier of the completion of the merger and the termination of the merger agreement:

    that it will, and will cause its subsidiaries, and its and their respective officers and directors to, immediately cease and terminate, and will use reasonable best efforts to cause its and their respective other representatives to immediately cease and terminate, all existing discussions, negotiations and communications with any person or entity with respect to any "acquisition proposal," which term refers to a proposal or offer from any person or entity providing for any (1) merger, consolidation, share exchange, business combination, recapitalization or similar transaction involving Genomic Health pursuant to which any such person or entity (including such person's, entity's or resulting company's direct or indirect stockholders) would own or control, directly or indirectly, 15% or more of the voting power of Genomic Health, (2) sale or other disposition, directly or indirectly, of assets of Genomic Health (including the capital stock or other equity interests of any of its subsidiaries) or any subsidiary of Genomic Health representing 15% or more of the consolidated assets, revenues or net income of Genomic Health and its subsidiaries, taken as a whole, (3) issuance or sale or other disposition of capital stock or other equity interests representing 15% or more of the voting power of Genomic Health, (4) tender offer, exchange offer or any other transaction or series of transactions in which any person or entity would acquire, directly or indirectly, beneficial ownership or the right to acquire beneficial ownership of capital stock or other equity interests representing 15% or more of the voting power of Genomic Health or (5) any related combination of the foregoing;

    that it will not, and will not authorize, and will use its reasonable best efforts not to permit any of its representatives to, directly or indirectly, (1) initiate, seek, solicit, knowingly facilitate, knowingly encourage or knowingly induce or knowingly take any other action reasonably expected to lead to an acquisition proposal, (2) engage in negotiations or discussions with or provide any non-public information or non-public data to any person or entity relating to or for the purpose of encouraging or facilitating an acquisition proposal or grant any waiver or release under any standstill, confidentiality or other similar agreement (unless the Genomic Health Board determines in good faith that the failure to grant such waiver or release would be inconsistent with its fiduciary duties under applicable law, in which case Genomic Health may waive any such standstill provision in order to permit a third party to make and pursue an acquisition proposal) or (3) resolve to do any of the foregoing;

    that it will not provide access (and will terminate any such access) to any third party to any data room containing any information of Genomic Health or any of its subsidiaries; and

    that it will demand the return or destruction of all confidential, non-public information and materials that have been provided to third parties that have entered into confidentiality agreements relating to a possible acquisition proposal with Genomic Health or any of its subsidiaries since July 1, 2018.

        Notwithstanding the foregoing, prior to obtaining stockholder approval, if Genomic Health receives a bona fide written acquisition proposal from a third party that was not initiated, sought, solicited, knowingly facilitated, knowingly encouraged, knowingly induced or otherwise procured in violation of the merger agreement, then Genomic Health may:

    contact the person or entity who has ma