Exact Sciences Corporation (EXAS) Earnings Call Transcript & Summary

Good morning, and thank you for standing by. Welcome to Abbott's conference call. [Operator Instructions]. This call is being recorded by Abbott. With the exception of any participants' questions asked during the question-and-answer session, the entire call including the question-and-answer session is material copyrighted by Abbott. It cannot be recorded or rebroadcast without Abbott's expressed written permission. I would now like to introduce Mr. Mike Comilla, Vice President, Investor Relations.

Good morning, and thank you for joining us to discuss Abbott's agreement to acquire Exact Sciences, which we announced this morning. With me today are Robert Ford, Chairman and Chief Executive Officer; and Phil Boudreau, Executive Vice President, Finance and Chief Financial Officer. Robert and Phil will provide opening remarks. Following their comments, we'll take your questions. Before we get started, please note that we issued a press release and posted a slide presentation this morning announcing the transaction on Abbott's Investor Relations website at abbott.com. As a reminder, some statements made today may be forward-looking for purposes of the Private Securities Litigation Reform Act of 1995. Page 2 of our slide presentation and the press release that we issued earlier today contain additional information on forward-looking statements and other important information on the proposed transaction. With that, I will now turn the call over to Robert.

Thanks, Mike, and good morning, everyone, and thank you for joining us. Today marks another exciting moment in Abbott's history, and I'm pleased to announce that Abbott has entered into a definitive agreement to acquire Exact Sciences, a leader in advanced cancer diagnostics. This acquisition reflects our unwavering commitment to our company mission, which is to help people live healthier and better. We pursue our mission by improving health through innovation and expanding access to life-changing technologies. And throughout our history, Abbott has stood at the forefront of taking on the world's most pressing health care challenges. We've transformed care in diabetes, pioneered breakthroughs in the treatment of cardiovascular disease and delivered solutions that combat infectious diseases. And today, we're expanding our mission to add cancer to that list. Each year, approximately 20 million people around the world are diagnosed with cancer, including more than 2 million Americans. And that is why we have made it a priority to expand our presence into this critically important market. The technologies developed by Exact Sciences help answer the three most critical questions in cancer diagnostics: Do I have cancer? What is the best treatment for my cancer? And is my cancer in remission? Exact Sciences has built an exceptional portfolio of products and capabilities that provide answers to these fundamental questions. This includes Cologuard, the leading noninvasive test that has transformed colorectal cancer screening, making it easier to detect one of the most treatable yet undiagnosed cancers in the world. Cologuard's noninvasive at-home format has propelled it to become the primary colon cancer screening tool used by millions of people each year. In addition to Cologuard, the portfolio includes other cutting-edge technologies, including Cancerguard, a liquid biopsy screening test that, with a simple blood draw, can detect more than 50 types and subtypes of cancer, including those responsible for over 80% of cancer diagnosis in the U.S. each year; Oncotype DX, a personalized therapy selection test that analyzes genes in a tumor sample to help predict the risk of cancer recurrence and provide personalized insights for more informed treatment decisions; Oncodetect, a minimal residual disease, or MRD test that delivers a clear detected or not detected results to monitor for the recurrence of cancer following treatment; and Riskguard, a genetic test that helps assess hereditary risk for certain cancers. From a strategic standpoint, this acquisition further strengthens Abbott's leadership position in diagnostics and expands our presence into one of the fastest-growing areas of health care. From a financial perspective, it is equally compelling. Exact Sciences is projected to generate over $3 billion in revenue this year with high teens organic sales growth rate and an adjusted gross margin profile of more than 70%. With the addition of Exact Sciences portfolio, we expect to double the size of our Diagnostics TAM from approximately $60 billion to more than $120 billion. But beyond the numbers, this is also about impact. And this acquisition positions Abbott at the forefront of the next era in diagnostics, one that is more preventative, predictive and personalized. The team at Exact Sciences has built a remarkable legacy with a culture of bold thinking and relentless pursuit of innovation. Their ability to challenge standard conventions and deliver transformative solutions in cancer diagnostics has been extraordinary. Their accomplishments reflect not only a great degree of technical excellence, but a deep sense of purpose. Combined with Abbott's global scale, reputation for operational and commercial excellence and strong relationships with health care systems around the world, this combination will create a powerful new growth platform and unlock new opportunities to build upon in the future. Together, we will reach more patients to help prevent cancer, enable earlier detection and empower physicians and consumers with data-driven insights that support more informed personalized care decisions. We are excited to welcome the exceptional team from Exact Sciences into the Abbott family, and we look forward to sharing more as we move towards closing this transaction next year. I'll turn over the call to Phil.

Thanks, Robert. Under the terms of the agreement announced today, Abbott will acquire all outstanding shares of Exact Sciences for $105 per share. This represents a total equity value purchase price of $21 billion and corresponds to an enterprise value of approximately $23 billion. We anticipate the transaction will close in the second quarter of 2026, subject to customary closing conditions and regulatory approvals. Upon completion, we expect the acquisition to be accretive to Abbott's top line growth, adding approximately 50 basis points to our total company sales growth rate and approximately 300 basis points to our sales growth rate of our Diagnostics segment. With respect to margins, the addition of the Exact Sciences business is expected to increase Abbott's adjusted gross margin profile by approximately 100 basis points and increase the adjusted gross margin profile of our Diagnostics segment by approximately 700 basis points. As it pertains to synergies, the acquisition is expected to deliver at least $100 million in annual pretax synergies by 2028. To finance the transaction, we intend to use proceeds from a combination of cash on hand and debt financing. Based on conventional methodologies, we expect our adjusted gross debt-to-EBITDA ratio to be approximately 2.7 following the close of the transaction. Abbott has a long-standing, disciplined and balanced approach to capital allocation that we intend to maintain. This includes maintaining a competitive dividend payout ratio and continuing our more than 50-year track record of increasing our dividend each year. From an earnings perspective, we expect this transaction to be dilutive to adjusted earnings per share in the first 2 years following the close of the transaction and accretive thereafter. This includes an estimated dilution impact of $0.20 in 2026 and $0.16 in 2027. Contemplating these impacts, we anticipate a return to double-digit earnings per share growth in 2027. With that, we'll now open the call for questions.

[Operator Instructions] Our first question comes from the line of Vijay Kumar with Evercore.

Robert, congrats on the transaction. We've followed Exact for many years. I think it's a great asset. We like it. I'm curious, from your perspective, what is it about this asset that you like that compelled you towards this transaction?

Sure, Vijay. As I've said multiple times on conference calls, it starts with our strategy and then obviously applying financial discipline that we have here. And we're always looking to create and build new growth verticals, and this was obviously an area in a space that we were interested in. So I think it starts first with the actual space in the area and why is it attractive. It's attractive because there's such a clear clinical and medical need with this. As I said in my comments, the growing incidence of cancer around the world, 20 million diagnoses every year, so there's a clear need here as you think about cancer care and cancer care today versus what it was maybe 30 years ago. It's a continuum. And that's a result of great innovation from a pharmaceutical standpoint. But with that, you need reliable and broad access to diagnostic testing. And you know the space, like you said. You need to be thinking about screening and your ability to kind of screen and find ways that are less invasive to be able to screen and screen earlier. We know how important early detection is. You have a whole other segment on therapy selection and determining what's the right therapy that will have the best impact or deliver the best outcome in terms of managing the cancer and then, obviously, your ability to kind of monitor for recurrence. These are all multibillion-dollar segments and they're growing rapidly. So there's definitely a real growth trajectory that we're seeing across all these segments. So we've been looking at ways over the last year as we're studying this, and what are the best ways for us to enter this. And as we're studying, what we've really, really thought was just Exact was the perfect company to combine forces with. They're very, very attractive. And quite frankly, I've been very impressed by them, by their team, by their products, by their go-to-market strategy. So I see this as a very unique company in this space here. They're a scaled business, Vijay. You know that. And you don't achieve scale just by saying, we're going to do it. It takes time, it takes effort, and they've definitely done it. And they've got scale commercially, operational, in terms of market access. I think the second thing here is just their revenue is accelerating. And it's not just the new products that are being launched, even the existing products and iterations of these existing technologies and products are seeing revenue acceleration. And then combined with that revenue acceleration, you see profitability is also accelerating. And this has been an area that they've been focusing on. And if you look at a lot of different assets in this space, maybe they've got some revenue scale or building scale, but really far behind from a profitability standpoint. They've got position in all these three segments, Vijay, and I think that's important for us. Obviously, depending on the different kind of segment, they've got stronger position than others, but they do have positions in all these three segments. And if I look at their pipeline, I think it's an extremely, extremely attractive pipeline and clinical readouts that are going to support this double digit. So our vision here is really to build the premier cancer diagnostic company in the world. And I think to do that, you need to be in all of these three segments. And I think Exact puts us -- a combination together with Exact Sciences puts us in a really good position to go after that. And I know we're going to be successful. And as we do that, we're going to add a whole new growth vertical to Abbott, which I think is also very important. It's going to strengthen our Diagnostics business. And from a total Abbott perspective, I think on Phil's comments, we wanted to make sure that we weren't diluting our already high single-digit growth rate. And that becomes difficult when you got the size that we have. So it adds 50 bps of growth to the total company and then 100 bps of growth on our gross margin profile. So I think there's a lot to like here, and I'm really excited about this combination.

That's great. And if I may, one more, Robert. You mentioned base acceleration. Certainly, they got the pricing uplift. I think that's helping. But more importantly, on the pipeline, I think '26 is going to be really key for them with their CRC MRD launch, I think, later in the year; maybe breast MRD launching; MCED, multi-cancer screening ramp-up; potential liver cancer screening and high-risk population launching. Which of these are you most excited about when you look at Exact's pipeline? And what incremental value can Abbott add here?

It's like a parent's heart, Vijay. There's room for everybody and there's excitement across all those tests, to be quite honest with you. I think there's near-term growth catalysts, so talk about 2026, 2027. There's kind of medium term out there with '28 and '29 and then all this great potential kind of long term also. I think all those tests that you referred to are attractive. We're excited about all of them. But they fall into different buckets. If I think about short term, the excitement on Cologuard, I think there's still a lot of growth in the tank, whether it's the conversion of Cologuard Plus, whether it's the rescreen momentum that they're seeing. I think that's a great growth catalyst. I think the Oncodetect in the MRD space, I think you referenced some of the different assays there, I think that's going to be extremely exciting for us. And then Cancerguard, as you look at -- this has come out as a cash pay product in the U.S. I think there's a lot of opportunity international with this. But there's going to be an opportunity here to continue to invest in this platform to be able to improve its performance to the point that it can get broad reimbursement coverage, not just in the United States but around the world. And I think for me, that's the critical thing here, is early detection saves lives and it optimizes treatment and therapies. So there's a lot to be excited here, Vijay. And you know the space pretty well. But there's a lot of opportunity here for us. And I think key to all of this is Exact Sciences team, their management, their R&D, their scientists, top-notch, everything that I've seen.

Fantastic. And congrats again, Robert.

Our next question comes from the line of Larry Biegelsen with Wells Fargo.

I'll echo my congratulations, Robert. So I'd love to hear you talk about the cost and potential revenue synergies. The cost synergies seem low, given how much Exact spends on G&A. And do you see any potential revenue synergies? So for example, you have overlapping call points on primary care physicians. And how significant is the international opportunity that I think you alluded to in your earlier comments? And I'll leave it at that.

Sure. Well, let me just start off by saying this is the largest transaction in health care in the last 2 years. I was going to put that in my script. I decided not to, so I'll verbalize. And it's the largest transaction ever in the diagnostics space. And we didn't do it because this was a company that wasn't being run well, much to the contrary. Like I said in my earlier comments, I'm very impressed by the whole management team there in terms of what they've built and how they've gone about building it. So we did this acquisition for all the reasons that I highlighted. And if you think about it financially, tying into your synergies question there, I mean, the ROIC right now for this deal is projected to be high single digits by year 6, so very similar to what we accomplished in the St. Jude deal. And we're going to get there, Larry, not through like cost synergies. Yes, we have some of them in there. But it's not going to be about cutting programs or cutting investments and things like that. It will be more about, okay, can we use some of the Abbott scale, whether it's in procurement and other operational aspects that we can bring some assistance to the already efforts that Exact Science is doing from a cost management perspective. The path to get to high single-digit ROIC is actually sustaining the mid-teens growth rate profile. And if you can do that over the next 3 to 5 years here, definitely in the next 5 years, and then allowing that gross margin profile to fall through and leverage on the existing investments and fall-through. There are definitely things that they do that we've got experience doing, even though cancer will be a new area for us. But yes, they do have a large primary care sales force. So do we. My learning there, Larry, is that might look well on paper, but primary care sales call points, you can't load up on products. These are fast calls. They're busy physician groups. But we know how that organization -- we know the dynamics of how primary care sales forces are run. So I don't see ourselves cross-selling products across here. Libre does really well. There's a lot of growth opportunities over there. And Exact Science is going to have a lot of growth opportunities in the product that it is developing. But they've got plenty of capabilities that are best in class. And they're not new to us, whether it's navigating regulatory, navigating kind of payer coverage, direct-to-consumer advertising and the supply chain. I mean, these are all things that, while a new area for us, they're not capabilities that are completely new to us. So our focus here is really on the combination and what we can do better. And we can achieve these returns more through ensuring that the revenue continues at this high clip over the next 5 years and ensuring that they've got the resources and the investments needed to be able to compete in what is a pretty competitive space right now. And then I can't remember what your other question was.

International.

Yes, yes. I think international is going to be a great opportunity. I think as you saw in the materials that we put out there, the majority of their revenue is US-based. And on one end, that's good for us. But we also look at the opportunity internationally to be able to expand. And I think that's a critical area that we're going to be looking at. When I go back to the St. Jude integration planning, we had like five key things that we wanted to make sure that we got right. And I've got my list of five things that we want to make sure we get right when it comes to integration with Exact Sciences. And figuring out our international model here and how to think about it and how to leverage the opportunities that are built into the Abbott infrastructure and doing it in a way that's accretive, that's on top 5. So I think there's a lot of opportunities there, whether it's in developed markets. Quite frankly, even more exciting, I think, will be some of the emerging markets and the opportunities we have there too with the beachheads we have there. So I think it's an opportunity and it's a top 5 on my list.

Our next question comes from the line of Robbie Marcus with JPMorgan.

Congratulations. Just one for me. Robert, one of the concerns on Cologuard is the durability. And I know that Exact also has an MRD test, so there might be some market expansion and synergy there as you think about durability. But how are you thinking about the life of the asset, blood versus stool testing? And what's built into the assumptions? Appreciate it.

Sure. Well, I think there's two separate things, right? The sustainability of Cologuard and then kind of MRD is a different segment, I think, are separate things there. I'd say right now, the growth of Cologuard is increasing. I think you've seen that on their last earnings report. And as I said in answering Vijay there, there's conversion of their Cologuard product to Cologuard Plus. That's got a better sensitivity and there's obviously a price uplift as a result of that. But I think very important also here is the rescreens that occur, right? So for you to get a screen every 3 years at a very cost-effective position for the payer and understanding, I think, that's been something that's been maybe unappreciated is how these rescreens roll in. I think the way to think about this, Robbie, is just think about kind of the CRM kind of de novo and replacement cycles that occur in that part of the business. Those are 7- to 10-year kind of de novo replacement. These are every 3 years. So I think the growth rate of Cologuard is very robust and the numbers are showing that. I think you might be referencing kind of the notion of having a blood test versus a stool test. And I'd tell you, from what I've seen, the introduction of blood test has actually possibly contributed to Cologuard's growth rate, especially given the significant commercial infrastructure and coverage that they've got in this market. So we actually haven't seen the introduction of a blood test take away from the momentum of Cologuard. From the numbers that I've seen and gone through, it actually increased it. And as you know, Exact has an agreement with another company that's given them access to a CRC blood test. I actually see that as a TAM expanding test, not necessarily a test that's going to kind of take away from kind of the momentum of Cologuard. So I think that they're very well positioned in this space. They have the leadership, they have tests and they have all the infrastructure that supports its growth. So I think we feel very good about how we've modeled Cologuard, how we thought about the introduction of blood-based testing and its ability to achieve a level of sensitivity not just with overall but even in early detection of cancer and the ability for those tests to get the kind of reimbursement that Cologuard has. So I think we feel very good about the current trajectory that Cologuard is on and what we've modeled going forward.

Our next question comes from the line of David Roman with Goldman Sachs.

I wanted just to start on a little bit more detail on capital allocation. I think you referenced in the presentation starting 2026 at 2.7x debt to EBITDA, which is still a very favorable position to sit in. So maybe you could just help us think through some of your -- the implications to broader capital allocation. I know Phil made a reference to the dividend payout ratio, but how this informs kind of capital allocation on a go-forward basis.

Sure. Listen, I think we've built up a lot of the flexibility to be in a position that we're in today and to be in a position to be able to combine and acquire kind of high-quality assets like this. Our intent is to pay down debt over time and increase even more the flexibility that we've got. And we've demonstrated, Dave, that we're capable of doing that. If you look at where we were post Alere and St. Jude acquisitions, we've built back flexibility in real short order. So if you looked at where we were after those two deals, we're at about 4.5x. And in 3 years, we brought that down to 2.2x. So listen, in the near term, we still have flexibility. I think as you pointed out, 2.7. We still have opportunities and we could add to the portfolio, again, if we see an opportunity that makes sense, that makes strategic sense, that makes financial sense, like we said. But I can tell you my primary focus right now is really on closing the transaction, successful integration and then building back that flexibility and bringing down that debt-to-EBITDA ratio. And we've got a proven track record of doing it. And I'd say as it relates to our capital allocation plan, I've always said that we're balanced. We've got probably at the core of our allocation a dividend and a growing dividend. And I think that, that's an important part of our identity. It shows our confidence in our future cash flows and ability to deliver those. We've got some debt towers that we're going to pay down next year and probably not going to refinance those. So I think we've been good allocators of capital here and show that we have this balanced approach, and it serves our long-term shareholders very well.

Our next question comes from the line of Travis Steed with Bank of America Securities.

Congrats on the acquisition. Maybe two questions, I'll ask them both upfront. One, how do you think about cancer over time? And this is kind of the first foray into cancer. Should we think about this as kind of a beachhead to move more into cancer diagnostics and cancer med tech over time? And then kind of talk about the investment kind of required to grow this asset. There's some wondering why synergies can't be a little bigger than what you've just kind of put in the slide deck.

Sure. Listen, we're making a pretty significant move here that is more long term in terms of how we see medical need and clinical need across the global health care markets. So I think the way I kind of phrased this in the first question was we know this is an important area. It's an area that we want to get involved in with the capabilities that we have in the areas that we know. We know that diagnostics is an extremely important element within the health care system overall. And it's not different in cancer. In fact, I would say it's probably even more important as we think about the future management of cancer and the development. The reality here is the earlier you can detect it, the more treatable this is. And the ability to really tackle that on head on together with Exact is very exciting. The term beachhead would imply that there's other things on the horizon. And right now, like I said, my focus here is doing a real strong integration, making sure we can capitalize on all the growth opportunities that exist with Exact Sciences and we don't miss that opportunity. So I look at this as a long-term space for us. Whether it expands us into med tech, it could be. I'm not going to say that I've looked at it because I haven't, but I am aware that there is this segment. But right now, our focus here is looking at cancer and oncology through the lens of diagnostics. And we think that's where we can bring a lot of the value to it. And I guess regarding your comments on the synergies and if that's the disconnect that people think. Like I said, we've delivered very healthy returns on the invested capital. We've shown that. The data shows that. The way I think about generating a strong ROIC on this transaction, Travis, is not necessarily going in and cutting programs and expenses. That's not on my list. The list here is really to be able to sustain teens growth over the next 5 years and just think about what that will do to the total Abbott growth profile and then be able to leverage that growth rate and have it fall through the gross margin and leverage on the existing investments that have been made. So that's how we're going to deliver the return. It's not necessarily going to be on cost-cutting programs. There's an opportunity, without a doubt, I'm assuming, to be able to look at areas that from a global perspective we can help. But it's not about looking at their program versus our program because we don't have programs. So we like their programs, and that's why we did this deal. So I think that -- so I'll just finish here by saying this acquisition, for us, is strategically aligned to our mission and our identity. It further strengthens our position in diagnostics and it's a whole new growth platform that's going to unlock a lot of opportunities for us. As I said, they are a scaled business. They are a very, very impressive team. Their portfolio is very rich. And I'm very excited about this acquisition and what it's going to be able to do for us, not just strategically but also financially. So thank you for joining us.

Thank you, operator, and thank you for all your questions.

This concludes today's conference call. Thank you for your participation. You may now disconnect.

Thank you.