Ad-hoc Announcement according to § 15 WpHG
QIAGEN N.V. revises full-year 2014 adjusted EPS guidance and reaffirms fourth-quarter and full-year 2014 adjusted net sales guidance
QIAGEN N.V. announces offer to repurchase existing 2024 convertible notes
The Managing Board of QIAGEN N.V. today resolved to take pre-tax charges to its results for 2014, of approximately $47 million (or approximately $0.14 of adjusted diluted earnings per share), and of which $38 million involve non-cash items.
Following the acquisition of Enzymatics, Inc., which was completed in December 2014, QIAGEN has decided to take a business integration and acquisition-related pre-tax charge on operating income in the fourth quarter of 2014 of approximately $21 million (or approximately $0.06 per share), and of which $18 million are non-cash items. These charges, which will be excluded from adjusted results, involve actions to reduce overlapping activities and sites, including the closing of the Gaithersburg, Maryland, site. In addition, following a review to further improve efficiency and effectiveness, QIAGEN will now take a pre-tax charge on operating income for restructuring measures in the fourth quarter of 2014 of approximately $26 million (or approximately $0.08 per share), and of which $20 million are non-cash items. In line with QIAGEN’s policy, these restructuring charges, which primarily involve impairments of technology-related assets, will not be excluded from adjusted results.
For full-year 2014, QIAGEN expects to achieve its previously announced guidance for adjusted diluted EPS of $1.08 CER (constant exchange rates), but for these results to be reduced to approximately $1.00 CER as a result of the restructuring charges.
QIAGEN is reaffirming today its guidance for adjusted net sales growth of approximately 4% CER for both the fourth quarter of 2014 as well as the full year.
Further, the Managing Board of QIAGEN N.V. decided today to launch an offer by its subsidiary QIAGEN Finance (Luxemburg) S.A to repurchase all of QIAGEN Finance (Luxemburg) S.A’s outstanding convertible notes due 2024 (the “2024 Notes”) as part of an initiative to optimize QIAGEN N.V.’s balance sheet by reducing the related potential dilution of approximately 10.3 million shares. The cash tender offer is being made to holders of the 2024 Notes that are not persons located or residents in the United States. Approximately $130 million of the aggregate principal amount of the originally issued $150 million 1.5% 2024 Notes (ISIN XS0198529116) are still estimated to be outstanding. The cash amount to repurchase all of the outstanding 2024 Notes is estimated to be approximately $235 million. Holders who tender their Notes will be paid from existing group cash reserves.
The cash tender offer is being made to holders of the 2024 Notes that are not persons located or residents in the United States. The offer is not being made, directly or indirectly, in or into the United States, or by use of the United States mails, or by any means or instrumentality (including, without limitation, the post, facsimile transmission, telex and telephone, e-mail or other form of electronic transmission) of interstate or foreign commerce, or of any facility of a national securities exchange of the United States. The offer cannot be accepted by any such use, means or instrumentality or from within the United States. The tender offer is also subject to restrictions in certain other jurisdictions.
5911 KJ Venlo
[stock exchange, segment]