aibioAbbott agrees to acquire Exact Sciences for $105 per share in cash, about $21 billion
Tickers ABT
Abbott agreed on November 20, 2025 to buy Exact Sciences for $105 per share in cash, an equity value the companies put at about $21 billion. Abbott's commitment letter provides up to $20 billion of bridge loans, and the companies expect the deal to close in the second quarter of 2026, subject to a shareholder vote and antitrust review.
Key facts
- Company
- Abbott Laboratories (NYSE: ABT)
- News type
- Mergers
- Primary source
- ABBOTT LABORATORIES Form 8-K filed November 20, 2025 (SEC EDGAR)
Abbott Laboratories (NYSE: ABT) agreed to acquire Exact Sciences Corporation (Nasdaq: EXAS) in a cash merger announced on November 20, 2025. The companies say Exact Sciences shareholders will receive $105.00 per common share, less any withholding taxes. The terms are set out in a Form 8-K that Abbott filed the same day, along with a joint press release.
The merger agreement
Abbott signed the agreement on November 19, 2025. It is an Agreement and Plan of Merger among Abbott, Exact Sciences, a Delaware corporation, and Badger Merger Sub I, Inc., a Delaware subsidiary of Abbott. Merger Sub will merge into Exact Sciences, which will survive as a wholly owned subsidiary of Abbott. The agreement also sets out how Exact Sciences' options, restricted stock awards, restricted stock units, performance share units and deferred stock units will be treated.
Closing depends on several conditions. Holders of a majority of Exact Sciences shares must vote to adopt the agreement. No law or order may block the merger. The waiting period under the Hart-Scott-Rodino Act must expire or end, and other regulatory approvals must be received. Abbott's obligation is also conditioned on the absence of a material adverse effect at Exact Sciences. Both boards approved the transaction unanimously.
The press release puts the estimated enterprise value at $23 billion and says the financing takes on Exact Sciences' estimated $1.8 billion of net debt. The release also says the acquisition will be immediately accretive to Abbott's revenue growth and gross margin, but it does not give any figure for either.
The bridge financing
In a commitment letter dated November 19, 2025, Morgan Stanley Senior Funding, Inc. agreed to provide, subject to the letter's terms and conditions, up to $20 billion of senior unsecured bridge loans to Abbott. The bridge is the only financing commitment described in the 8-K and release. They do not say how the bridge would be replaced or what permanent financing Abbott plans.
Who is advising whom
The release says Morgan Stanley is Abbott's exclusive financial adviser and has provided fully committed debt financing. Wachtell, Lipton, Rosen & Katz is Abbott's legal counsel. Centerview Partners LLC and XMS Capital Partners, LLC are financial advisers to Exact Sciences, and Skadden, Arps, Slate, Meagher & Flom LLP is its legal counsel.
What the companies are buying
The release calls Exact Sciences a leader in cancer screening, precision oncology and genetic testing. Its named product lines include Cologuard and Oncotype DX, along with liquid biopsy tests for multi-cancer early detection and for molecular residual disease. The release describes the U.S. cancer screening and precision oncology diagnostics segments as together worth $60 billion.
Abbott's own 10-K, filed February 21, 2025, describes the company as a discovery, development, manufacturing and sales business for a broad line of healthcare products. It reports four segments: Established Pharmaceutical Products, Diagnostic Products, Nutritional Products and Medical Devices. The release describes the deal as a new growth vertical for Abbott, which it says already has a high single-digit growth profile. It says Exact Sciences is projected to generate more than $3 billion in revenue this year with high teens organic sales growth, and that Abbott's total diagnostics sales will exceed $12 billion annually after closing. Kevin Conroy is to remain with the company in an advisory role during the transition.
What the filings leave out
The 8-K and release do not give Exact Sciences' net loss or cash, and they give no pre-announcement share price, so they do not show the premium paid. The release does not quantify the accretion it claims, and it contains no trial data for the multi-cancer test. The 8-K says the merger agreement's representations and warranties were made only for the purposes of that agreement. The termination terms and the full list of conditions are in the merger agreement filed as Exhibit 2.1.