Ad-hoc announcement pursuant to § 15 WpHG
QIAGEN N.V. repurchases existing Convertible Notes and launches Convertible Notes offering combined with convertible note hedge and warrant transactions
Hilden, March 12, 2014 – The Managing Board of QIAGEN N.V ("QIAGEN" or the "Company"), with the consent of its Supervisory Board has resolved today to repurchase Convertible Notes due 2026 (ISIN XS0254367179) (the "Existing Notes") and to issue senior, unsecured cash settled Convertible Notes convertible into common shares of the Company (the "Notes").
The Company invites the holders of the Existing Notes that are not persons located or resident in the United States to sell their Existing Notes in an amount of up to USD300 million outstanding principal amount of Existing Notes. Holders accepting the invitation will be eligible to receive cash consideration equal to the closing price of the Existing Notes prior to the launch of the offer, adjusted for variations in the price of QIAGEN's common shares on March 12, 2014, plus a tender premium. The repurchase is conditional on, and settlement is expected to take place on the same day as, the successful placement of the concurrent offer of the Notes and the repurchase will neutralize the potential dilution associated with the Existing Notes.
The Company intends to place Notes in an aggregate volume of up to USD 730 million. The number of ordinary shares of QIAGEN underlying the Notes will be up to 25.9 million, representing approximately 10.8% of the current outstanding shares (subject to any adjustment of the conversion ratio pursuant to the terms and conditions of the Notes).
The Company intends to use the proceeds from the issuance of the Notes for the proposed concurrent repurchase of its Existing Notes, to diversify its funding sources and to increase its financial and strategic flexibility.
The Company plans to issue the Notes in two tranches, with the first tranche having a maturity of five years and the second tranche having a maturity of seven years. The Notes will be issued and redeemed at 100% of their principal amount and will pay a coupon between 0.00% - 0.75% p. a. for the five-year tranche and 0.50% - 1.25% p. a. for the seven-year tranche, payable semi-annually in arrears.
The initial conversion price will be set at a conversion premium of 30 – 35% above the reference share price, being the volume weighted average price of the QIAGEN share between opening and close on the NASDAQ Global Select Market on March 12, 2014. Pricing for the Notes is expected to take place today. Settlement is expected to take place on or around March 19, 2014.
The Company intends to apply for the inclusion of the Notes to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.
In connection with the offering of the Notes, QIAGEN intends to enter into privately negotiated convertible note hedge and warrant transactions, each initially covering the same number of QIAGEN's common shares as underlie the Notes. The convertible note hedge transaction will be cash settled upon exercise and is expected to offset any cash payments QIAGEN is required to make in excess of the principal amount of Bonds upon conversion. The strike price of the warrants is expected to be set around 150% of the reference share price.
THIS ANNOUNCEMENT IS FOR GENERAL INFORMATION ONLY AND DOES NOT FORM PART OF ANY OFFER TO SELL, OR THE SOLICITATION OF ANY OFFER TO BUY, SECURITIES. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFER AND SALE OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. ANY PERSONS READING THIS ANNOUNCEMENT SHOULD INFORM THEMSELVES OF AND OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS DIRECTED ONLY AT THE FOLLOWING PERSONS IN THE UNITED KINGDOM: INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ""ORDER"); AND HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER. IF YOU ARE IN THE UNITED KINGDOM AND DO NOT FALL INTO ONE OF THE ABOVE CATEGORIES, ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS NOT AVAILABLE TO YOU, AND WILL NOT BE ENGAGED IN WITH YOU, AND YOU SHOULD NOT ACT UPON, OR RELY ON, THIS ANNOUNCEMENT.
IN THE NETHERLANDS ANY OFFER OF THE NOTES IS SOLELY ADDRESSED TO QUALIFIED INVESTORS (WITHIN THE MEANING OF DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL (THE "PROSPECTUS DIRECTIVE")). IN CONNECTION WITH THE OFFER OF THE NOTES NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH THE PROSPECTUS DIRECTIVE.
CERTAIN OF THE STATEMENTS CONTAINED IN THIS NEWS RELEASE MAY BE CONSIDERED FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE U.S. SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. TO THE EXTENT THAT ANY OF THE STATEMENTS CONTAINED HEREIN RELATING TO QIAGEN'S PRODUCTS, MARKETS, STRATEGY OR OPERATING RESULTS, INCLUDING WITHOUT LIMITATION ITS EXPECTED OPERATING RESULTS, ARE FORWARD-LOOKING, SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS AND ASSUMPTIONS THAT INVOLVE A NUMBER OF UNCERTAINTIES AND RISKS. SUCH UNCERTAINTIES AND RISKS INCLUDE, BUT ARE NOT LIMITED TO, RISKS ASSOCIATED WITH MANAGEMENT OF GROWTH AND INTERNATIONAL OPERATIONS (INCLUDING THE EFFECTS OF CURRENCY FLUCTUATIONS, REGULATORY PROCESSES AND DEPENDENCE ON LOGISTICS), VARIABILITY OF OPERATING RESULTS AND ALLOCATIONS BETWEEN CUSTOMER CLASSES, THE COMMERCIAL DEVELOPMENT OF MARKETS FOR OUR PRODUCTS IN APPLIED TESTING, PERSONALIZED HEALTHCARE, CLINICAL RESEARCH, PROTEOMICS, WOMEN'S HEALTH/HPV TESTING AND NUCLEIC ACID-BASED MOLECULAR DIAGNOSTICS; CHANGING RELATIONSHIPS WITH CUSTOMERS, SUPPLIERS AND STRATEGIC PARTNERS; COMPETITION; RAPID OR UNEXPECTED CHANGES IN TECHNOLOGIES; FLUCTUATIONS IN DEMAND FOR QIAGEN'S PRODUCTS (INCLUDING FLUCTUATIONS DUE TO GENERAL ECONOMIC CONDITIONS, THE LEVEL AND TIMING OF CUSTOMERS' FUNDING, BUDGETS AND OTHER FACTORS); OUR ABILITY TO OBTAIN REGULATORY APPROVAL OF OUR PRODUCTS; DIFFICULTIES IN SUCCESSFULLY ADAPTING QIAGEN'S PRODUCTS TO INTEGRATED SOLUTIONS AND PRODUCING SUCH PRODUCTS; THE ABILITY OF QIAGEN TO IDENTIFY AND DEVELOP NEW PRODUCTS AND TO DIFFERENTIATE AND PROTECT OUR PRODUCTS FROM COMPETITORS' PRODUCTS; MARKET ACCEPTANCE OF QIAGEN'S NEW PRODUCTS, THE CONSUMMATION OF ACQUISITIONS, AND THE INTEGRATION OF ACQUIRED TECHNOLOGIES AND BUSINESSES. FOR FURTHER INFORMATION, PLEASE REFER TO THE DISCUSSIONS IN REPORTS THAT QIAGEN HAS FILED WITH, OR FURNISHED TO, THE U.S. SECURITIES AND EXCHANGE COMMISSION (SEC).
THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH STATE SECURITIES LAWS. THE NOTES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES OF AMERICA TO NON-U.S. PERSONS IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PURSUANT TO REGULATION S.
THE INVITATION IS NOT BEING MADE AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE, E-MAIL AND OTHER FORMS OF ELECTRONIC TRANSMISSION) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITY OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, AND THE INVITATION MAY NOT BE ACCEPTED BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED STATES OR BY PERSONS LOCATED OR RESIDENT IN THE UNITED STATES, OR PERSONS (INCLUDING AGENTS, FIDUCIARIES OR OTHER INTERMEDIARIES) ACTING FOR THE ACCOUNT OR BENEFIT OF PERSONS LOCATED OR RESIDENT IN THE UNITED STATES. ACCORDINGLY, COPIES OF THIS DOCUMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE INVITATION ARE NOT BEING, AND MUST NOT BE, DIRECTLY OR INDIRECTLY, MAILED OR OTHERWISE TRANSMITTED, DISTRIBUTED OR FORWARDED IN OR INTO THE UNITED STATES OR TO PERSONS LOCATED OR RESIDENT IN THE UNITED STATES OR TO PERSONS (INCLUDING AGENTS, FIDUCIARIES OR OTHER INTERMEDIARIES) ACTING FOR THE ACCOUNT OR BENEFIT OF PERSONS LOCATED OR RESIDENT IN THE UNITED STATES. ANY PURPORTED ACCEPTANCE OF THE INVITATION RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID AND IF MADE BY A PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR ANY PERSON (INCLUDING ANY AGENT, FIDUCIARY OR OTHER INTERMEDIARY) ACTING FOR THE ACCOUNT OR BENEFIT OF PERSONS LOCATED OR RESIDENT IN THE UNITED STATES WILL NOT BE ACCEPTED. FOR THESE PURPOSES, "UNITED STATES" MEANS THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA.
THIS COMMUNICATION IS NOT AN EXTENSION OF THE INVITATION IN THE UNITED STATES.
For further information, please contact:
Vice President Corporate Communications and Investor Relations
+49 2103 29 11711
+1 240 686 2222Email: email@example.com