Fairness opinions › Diagnostics / Life Sciences › 2025

Exact Sciences acquired by Abbott: fairness opinion by Centerview Partners

Announced November 19, 2025 · One-step merger · All cash · DEFM14A filed January 9, 2026

Diagnostics / Life Sciences Diagnostic Tools

Enterprise value

$21B

EV / LTM EBITDA

44.2x

EBITDA $475M · 14% margin

EV / LTM revenue

6.41x

revenue $3.3B

DCF discount rate

10.5%–12.5%

Perpetuity growth

Deal terms

ConsiderationAll cash

Price per share$105.00

Premium—

Premium basisExact closing price of $69.68 on November 18, 2025 (last trading day before opinion)

StructureOne-step merger

Termination fee$629M

Reverse termination fee—

Go-shopNone

Outside dateNovember 19, 2026

FilingDEFM14A · EDGAR index

Implied value per share by method vs. $105.00 offer

Selected companies — EV / CY2026E Revenue $77.45 – $104.45

Precedent transactions — EV / NTM Revenue $75.75 – $110.05

Discounted cash flow $78.70 – $136.35

Historical Stock Trading Price Analysis (52-week) $40.31 – $69.68

Analyst Price Target Analysis $75.00 – $100.00

Precedent Premia Paid Analysis $90.60 – $101.05

Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.

Opinion of Centerview Partners to the target board

Delivered November 19, 2025 · Fee $70.0M ($65.0M contingent on closing), $5.0M on delivery of the opinion

Discounted cash flow assumptions

Discount rate10.5%–12.5%

BasisCenterview's analysis of Exact's weighted average cost of capital determined using the capital asset pricing model

Terminal valuePerpetuity growth

Perpetuity growth3.0%–5.0%

Exit multiple—

Projection period2026E-2034E

Projections usedFinancial Projections (Exact management, October 2025); unlevered free cash flows as directed by management

Implied value per share$78.70–$136.35

Discounted to present value as of December 31, 2025 using mid-year convention; included tax savings from federal NOLs and R&D tax credits of $1,868 million as of December 31, 2024 plus estimated future losses; added estimated net cash of $1,011 million as of December 31, 2025 (adjusted for conversion of convertible notes); divided by fully diluted shares as of November 17, 2025 (treasury stock method).

Selected public companies (14)

Agilent Technologies, Inc. · Bio-Rad Laboratories, Inc. · Bio-Techne Corporation · Caris Life Sciences, Inc. · Guardant Health, Inc. · GeneDx Holdings Corp. · Illumina, Inc. · Labcorp Holdings Inc. · Natera, Inc. · Qiagen N.V. · Quest Diagnostics Incorporated · Revvity, Inc. · Tempus AI, Inc. · Veracyte, Inc.

Multiple	Peer low	Peer median	Peer high	Range applied	Implied per share
EV / CY2026E Revenue	1.8x	5.4x	12.0x	4.5x–6.0x	$77.45–$104.45

Selected precedent transactions (13)

Date	Target	Acquirer	Multiple
2025-10	Hologic, Inc.	Blackstone Inc.; TPG Capital	4.3x EV / NTM Revenue
2023-08	Abcam plc	Danaher Corporation	10.1x EV / NTM Revenue
2021-12	Ortho Clinical Diagnostics Holdings plc	Quidel Corporation	3.8x EV / NTM Revenue
2020-03	QIAGEN N.V.	Thermo Fisher Scientific Inc.	7.6x EV / NTM Revenue
2019-07	Genomic Health, Inc.	Exact	5.6x EV / NTM Revenue
2019-02	GE Biopharma	Danaher Corporation	6.7x EV / NTM Revenue
2016-09	CEPHEID	Danaher Corporation	5.9x EV / NTM Revenue
2016-02	Alere Inc.	Abbott	3.1x EV / NTM Revenue
2015-05	Pall Corporation	Danaher Corporation	4.5x EV / NTM Revenue
2014-09	Sigma-Aldrich	Merck KGaA	5.7x EV / NTM Revenue
2013-04	Life Technologies Corporation	Thermo Fisher Scientific Inc.	3.9x EV / NTM Revenue
2011-02	Beckman Coulter, Inc.	Danaher Corporation	1.8x EV / NTM Revenue
2010-02	Millipore Corporation	Merck KGaA	4.0x EV / NTM Revenue

Multiple	Low	Median	High	Range applied	Implied per share
EV / NTM Revenue	1.8x	—	10.1x	4.5x–6.5x	$75.75–$110.05

Other analyses

Analysis	Summary	Implied per share
Historical Stock Trading Price Analysis (52-week)	Reviewed historical closing prices of Exact common stock during the 52-week period ended November 18, 2025; low/high closing prices of $40.31 to $69.68 per share. For reference only.	$40.31–$69.68
Analyst Price Target Analysis	Reviewed price targets in nineteen publicly available Wall Street research analyst reports, ranging from $75.00 to $100.00 per share. For reference only.	$75.00–$100.00
Precedent Premia Paid Analysis	Analyzed premia paid in selected diagnostics/life-sciences tools transactions since 2010 with available premium data; applied a premium range of 30.0% to 45.0% to Exact's November 18, 2025 closing price of $69.68, implying approximately $90.60 to $101.05 per share.	$90.60–$101.05

Aggregate fee of $70 million; $5 million payable upon rendering of opinion and $65 million contingent on consummation. Expense reimbursement and indemnity also provided. XMS also advised the Board but did not deliver an opinion.

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Management projections

Projection year	Year 1	Year 2	Year 3	Year 4	Year 5	CAGR
Revenue	$3.7B	$4.4B	$5.1B	$5.8B	$6.7B	15.8%
Revenue growth	13.9%	18.4%	14.5%	14.6%	15.8%
EBITDA	$700M	$932M	$1.3B	$1.7B	$2.2B	33.6%
EBITDA growth	47.4%	33.1%	37.4%	36.5%	27.4%
EBITDA margin	19%	21%	25%	30%	33%
Implied EV / EBITDA	30.0x	22.5x	16.4x	12.0x	9.4x

Year-1 growth is against LTM at announcement ($3.3B revenue, $475M EBITDA); later years are year over year.

Exact management prepared the "Financial Projections" in October 2025 on a standalone basis covering fiscal years 2025E-2034E: revenue of $3,245 million in 2025E rising to $11,726 million in 2034E; adjusted EBITDA of $410 million in 2025E rising to $4,389 million in 2034E; net income of $(129) million in 2025E to $2,755 million in 2034E. Management also directed Centerview to use derived unlevered free cash flow of $155 million in 2026E rising to $2,657 million in 2034E (not provided to Abbott). A $75 million licensing payment was reclassified in November 2025, reducing 2025E adjusted EBITDA from $485 million to $410 million and increasing 2026E from $625 million to $700 million.

Process notes

All-cash one-step merger at $105.00 per share; Exact becomes a wholly owned subsidiary of Abbott. Centerview was the sole provider of a fairness opinion to the Exact Board; XMS also served as a financial advisor and reviewed preliminary financial analyses with the Board (via Centerview's presentation) but no XMS opinion is described. No pre-signing market check: the Board determined not to contact other potential acquirers, relying on the fiduciary-out/superior-proposal provisions. Abbott's initial draft merger agreement proposed a termination fee of 3.75% of Exact's equity value; final Company Termination Fee is $628,694,446. Outside date November 19, 2026, subject to extension. Skadden was Exact's counsel; Wachtell Lipton was Abbott's counsel.

Other Diagnostics / Life Sciences fairness opinions

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Lantheus / Curium 2026 · 14.1x EV/EBITDA
BioLife Solutions / Repligen 2026 · 60.0x EV/EBITDA
Personalis / Tempus 2026
BIO-TECHNE / Merck 2026 · 26.2x EV/EBITDA

All Diagnostics / Life Sciences opinions → · Centerview Partners opinions