QIAGEN announces offer to repurchase existing 2024 convertible notes
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA OR TO ANY U.S. PERSON OR IN ANY OTHER JURISDICTION WHERE SUCH DISTRIBUTION IS UNLAWFUL
VENLO, The Netherlands, January 11, 2015 – QIAGEN N.V. (NASDAQ: QGEN; Frankfurt Prime Standard: QIA) announced today an offer to repurchase any and all of its outstanding convertible notes due 2024 (the “2024 Notes”) through its subsidiary QIAGEN Finance (Luxembourg) S.A. as part of an initiative to optimize its balance sheet by reducing the related potential share dilution.
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 tender offer is also subject to restrictions in certain other jurisdictions.
Approximately $130 million of the aggregate principal amount of the originally issued $150 million 1.5% 2024 Notes (ISIN XS0198529116) are still outstanding. The amount required to repurchase all of the outstanding 2024 Notes is estimated to be approximately $235 million. Approximately 10.3 million shares are related to the 2024 Notes, of which approximately 4.5 million are already included in QIAGEN’s diluted share count based on the closing NASDAQ share price of $22.65 on January 9, 2015.
Holders who tender their 2024 Notes will be paid from existing Company cash reserves. Any tendered 2024 Notes will be cancelled as of January 20, 2015. No concurrent Notes offering is planned with this transaction.
Following successful completion of this transaction, QIAGEN will continue to have a healthy financial position and maintains its commitment to a disciplined approach to capital allocation, which involves supporting business expansion through targeted acquisitions as well as increasing returns to shareholders through share repurchase programs.
Details of the 2024 Notes offer can be found in a tender offer memorandum (the "Tender Offer Memorandum") available (subject to distribution restrictions) from Lucid Issuer Services Limited, who are acting as the Tender Agent for this offer. Questions and requests for assistance should be directed to Bank of America Merrill Lynch, who are acting as the Dealer Manager for this offer.
QIAGEN N.V., a Netherlands-based holding company, is the leading global provider of Sample & Assay Technologies that are used to transform biological materials into valuable molecular information. Sample technologies are used to isolate and process DNA, RNA and proteins from biological samples such as blood or tissue. Assay technologies are then used to make these isolated biomolecules visible and ready for interpretation. QIAGEN markets more than 500 products around the world, selling both consumable kits and automation systems to customers through four customer classes: Molecular Diagnostics (human healthcare), Applied Testing (forensics, veterinary testing and food safety), Pharma (pharmaceutical and biotechnology companies) and Academia (life sciences research). As of September 30, 2014, QIAGEN employed approximately 4,200 people in over 35 locations worldwide. Further information can be found at http://www.qiagen.com.
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).
DISCLAIMER This announcement must be read in conjunction with the Tender Offer Memorandum. The Tender Offer Memorandum contains important information which should be read carefully before any decision is made with respect to the offer. If any holder of 2024 Notes is in any doubt as to the contents of the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial and/or legal advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose 2024 Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such 2024 Notes pursuant to the offer. Neither the Dealer Manager nor the Tender Agent (or any of their respective directors, employees or affiliates) makes any representation or recommendation whatsoever regarding the offer, and none of QIAGEN, the Dealer Manager or the Tender Agent or any of their respective directors, employees or affiliates makes any recommendation whether holders should tender 2024 Notes pursuant to the offer.
OFFER AND DISTRIBUTION RESTRICTIONS
The distribution of this announcement and any other documents relating to the offer in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or any such other document comes are required by each of QIAGEN, the Dealer Manager and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor any other such document constitutes an offer to buy or a solicitation of an offer to sell the 2024 Notes (and tenders of 2024 Notes will not be accepted) in any circumstances in which such offer or solicitation is unlawful.
United States. The offer 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 of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States or to any U.S. person (as defined in Regulation S of the United States Securities Act of 1933, as amended (each a "U.S. Person")). This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone, the internet and other forms of electronic communication. The 2024 Notes may not be tendered in the offer 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 by, or by any person acting for the account or benefit of, a U.S. Person. Accordingly, copies of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to any U.S. Person. Any purported tender of 2024 Notes in the offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of 2024 Notes made by, or by any person acting for the account or benefit of, a U.S. Person or by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
The offer is not being made and this announcement and the Tender Offer Memorandum are not being distributed to the public in the United Kingdom, Italy, France or Belgium. In such jurisdictions, only the following persons may participate in the offer and receive this announcement and the Tender Offer Memorandum (as more fully set out in the Tender Offer Memorandum):
United Kingdom (investment professionals and persons within Article 43(2) or otherwise of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005) / Italy (qualified investors within the meaning of article 35-bis, paragraph 3 and as defined pursuant to article 34-ter first paragraph of CONSOB Regulation No. 11971 of 14 May 1999, as amended) / France (providers of investment services relating to portfolio management for the account of third parties and/or qualified investors (investisseurs qualifiés), other than individuals, acting for their own account) / Belgium (qualified investors as defined in Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and the admission to trading of placement instruments on regulated markets, as amended from time to time, acting on their own account).