Introductory Note
As previously disclosed in the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 20, 2025 (the “Initial 8-K”), by Exact Sciences Corporation, a Delaware corporation (“Exact”), Exact entered into an Agreement and Plan of Merger, dated as of November 19, 2025 (the “Merger Agreement”), with Abbott Laboratories, an Illinois corporation (“Abbott”), and Badger Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Abbott (“Merger Sub”), providing for the merger of Merger Sub with and into Exact (the “Merger”), with Exact surviving the Merger as a direct, wholly owned subsidiary of Abbott.
The description of the Merger Agreement and related transactions (including the Merger) in this Current Report on Form 8-K does not purport to be complete and is subject to, and qualified in its entirety by reference to, the copy of the Merger Agreement filed as Exhibit 2.1 to the Initial 8-K and incorporated herein by reference.
| Item 1.01 |
Entry into a Material Definitive Agreement. |
Exact has outstanding 0.3750% Convertible Senior Notes due 2027 (the “2027 Notes”), 0.3750% Convertible Senior Notes due 2028 (the “2028 Notes”), 2.00% Convertible Senior Notes due 2030 (the “2030 Notes”) and 1.75% Convertible Senior Notes due 2031 (the “2031 Notes” and, together with the 2027 Notes, the 2028 Notes and the 2030 Notes, the “Notes”).
On March 23, 2026, Exact and U.S. Bank Trust Company, National Association (as successor to U.S. Bank National Association), as trustee (the “Trustee”), entered into the Sixth Supplemental Indenture with respect to the 2027 Notes (the “2027 Supplemental Indenture”), the Seventh Supplemental Indenture with respect to the 2028 Notes (the “2028 Supplemental Indenture”), the Eighth Supplemental Indenture with respect to the 2030 Notes (the “2030 Supplemental Indenture”) and the Ninth Supplemental Indenture with respect to the 2031 Notes (the “2031 Supplemental Indenture” and, together with the 2027 Supplemental Indenture, the 2028 Supplemental Indenture and the 2030 Supplemental Indenture, the “Supplemental Indentures”). Each of the Supplemental Indentures is a supplemental indenture under the indenture between Exact and the Trustee dated as of January 17, 2018.
As a result of the Merger, and pursuant to the Supplemental Indentures, at and after the effective time of the Merger (the “Effective Time”), the right to convert each $1,000 principal amount of the Notes was changed to a right to convert such principal amount of the Notes into solely cash in an amount equal to the conversion rate of the applicable Notes then in effect multiplied by $105.00.
The foregoing description of the Notes and the Supplemental Indentures does not purport to be complete and is subject to, and qualified in its entirety by reference to, the 2027 Supplemental Indenture, the 2028 Supplemental Indenture, the 2030 Supplemental Indenture and the 2031 Supplemental Indenture, copies of which are attached hereto as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4, respectively, and incorporated herein by reference.
| Item 1.02 |
Termination of a Material Definitive Agreement. |
On March 23, 2026, Exact repaid in full any outstanding principal and paid any accrued and unpaid interest (together with all fees, expenses and other amounts owed in connection therewith), and effectuated the release of all liens securing any obligations and the release of all guarantees, under the Credit Agreement, dated as of January 13, 2025, among Exact, the lenders from time to time party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory Note and in Items 3.03, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
In accordance with the terms of the Merger Agreement, on March 23, 2026, at the Effective Time, Merger Sub merged with and into Exact, with Exact surviving the Merger as a direct, wholly owned subsidiary of Abbott.
At the Effective Time, pursuant to the Merger Agreement, each share of Exact’s common stock, par value $0.01 per share (“Common Stock”) (other than dissenting shares and certain excluded shares), issued and outstanding immediately prior to the Effective Time, was converted into the right to receive $105.00 in cash, without interest (the “Per Share Merger Consideration,” and the aggregate Per Share Merger Consideration for all such shares of Common Stock, the “Merger Consideration”), less any applicable withholding taxes.
