Genomic Health, Inc. (GHDX)

Notice is hereby given that Faruqi & Faruqi, LLP has filed a class action lawsuit in the United States District Court for the Northern District of California, Case No. 3:19-cv-05929-SI, on behalf of shareholders of Genomic Health, Inc. (“Genomic” or the “Company”) (NASDAQ:GHDX) who have been harmed by Genomic’s and its board of directors’ (the “Board”) alleged violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) in connection with the proposed merger of the Company with Exact Sciences Corporation (“Exact Sciences”) (the “Proposed Transaction”). 

On July 28, 2019, the Board caused the Company to enter into an agreement and plan of merger under which Genomic shareholders stand to receive $27.50 in cash, without interest, 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 The Nasdaq Stock Market on each of the 15 consecutive trading days ending immediately prior to the closing of the merger, for each share of Genomic stock they own.  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.

The complaint alleges that the Form S-4 Registration Statement filed with the Securities and Exchange Commission violates Sections 14(a) and 20(a) of the Exchange Act because it provides materially incomplete and misleading information about the Company and the Proposed Transaction, including information concerning the Company’s financial projections and certain valuation analyses conducted by the Company’s financial advisor, on which the Board relied to recommend the Proposed Transaction as fair to Genomic shareholders. 

If you wish to obtain information concerning this action, you can do so by completing the form below. 

If you wish to serve as lead plaintiff, you must move the Court no later December 2, 2019.  Any member of the putative class may move the Court to serve as lead plaintiff through counsel of their choice, or may choose to do nothing and remain an absent class member.