QIAGEN to submit conditional voluntary takeover offer for shares of Exiqon A/S
Transaction will expand leadership position in RNA technologies
Venlo, The Netherlands, March 29, 2016 – QIAGEN N.V. (NASDAQ: QGEN; Frankfurt Prime Standard: QIA) today announced that it has decided to submit a conditional voluntary takeover offer to the shareholders of Exiqon A/S (NASDAQ OMX Copenhagen: EXQ) to purchase all shares in Exiqon. The acquisition is expected to expand QIAGEN’s leadership position in Sample to Insight solutions for RNA analysis. This announcement is made in accordance with section 4 of the Danish Executive Order no. 562 of 2 June 2014 on takeover bids ("Executive Order on Takeover Bids").
Exiqon, founded in 1995 and headquartered in Vedbaek, Denmark, is a leader in the emerging market for non-coding RNA (ncRNA) such as micro RNA (miRNA) and long non-coding RNA (lncRNA). These functionally important molecules are demonstrating great promise in cellular function and regulation. In addition to products spanning sample technologies, assay technologies and bioinformatics solutions, Exiqon brings to QIAGEN a portfolio of proprietary technologies and know-how used in molecular testing, including relevant Locked Nucleic Acid (LNA) technology. LNA greatly improves the specificity and sensitivity in PCR, NGS target enrichment and in functional assays. The company has around 100 employees at sites in Denmark and the US and reported net sales of approximately $20 million in 2015.
Subject to the approval of the Danish Financial Supervisory Authority, QIAGEN submits the Offer on the following basis:
- The price stated in the Offer will be DKK 18.00 per share in Exiqon. The Offer Price for the Exiqon Shares represents a premium of 41.7 per cent to the closing price per Exiqon Share on Nasdaq Copenhagen A/S (“Nasdaq Copenhagen”) on March 29, 2016 and a premium of 52.9 per cent to the average closing price on NASDAQ Copenhagen in the three months up to and including 29 March 2016. Tuesday 29 March 2016 is the last trading day on Nasdaq Copenhagen before announcement of the decision to submit the Offer. All share prices are in DKK per share of a nominal value of DKK 1.
- The Offer will contain a number of standard terms and conditions, including that upon expiry of the offer period, QIAGEN would own or would have received valid acceptances corresponding to more than 90 per cent of the Company's voting rights.
QIAGEN has discussed a possible voluntary purchase offer regarding all shares in Exiqon with the Company's board of directors. QIAGEN intends to purchase all shares in Exiqon and delist the Company's shares from trading and official listing on Nasdaq Copenhagen A/S.
The Offer is made solely on the basis of an offer document to be prepared by QIAGEN and approved by the Danish Financial Supervisory Authority. The Offer Document will contain all terms and conditions of the Offer, including information on acceptance of the Offer and on the offer period.
Under the Executive Order on Takeover Bids, Section 4(2), QIAGEN will publish the Offer Document as soon as possible after it having been approved by the Danish Financial Supervisory Authority and no later than four weeks after this announcement.
The total consideration to fully acquire Exiqon is estimated at approximately DKK 683 million. Based on a currency exchange rate of DKK 1.00 = $0.150 (market rate as of March, 29, 2016), the transaction is valued at approximately $100 million.
Barclays is financial adviser to QIAGEN in connection with the Offer and Danske Bank A/S is acting as settlement agent.
The Offer is made neither directly nor indirectly in any jurisdiction where this would constitute a violation of the legislation within the jurisdiction in question. This announcement and other documents regarding the Offer must not be sent, forwarded or distributed in any other way within a jurisdiction where this would constitute a violation of legislation within said jurisdiction, including in particular in the USA, Canada, Japan, Australia or South Africa.
This announcement does not constitute an offer or invitation to sell or buy shares in Exiqon A/S. The Offer is made solely on the basis of an offer document prepared and published by QIAGEN N.V., which will contain the complete terms and conditions of the Offer. Shareholders in Exiqon A/S are recommended to read the offer document and any associated documents, as these will contain significant information regarding the Offer.
QIAGEN N.V., a Netherlands-based holding company, is the leading global provider of Sample to Insight solutions to transform biological materials into valuable molecular insights. QIAGEN sample technologies isolate and process DNA, RNA and proteins from blood, tissue and other materials. Assay technologies make these biomolecules visible and ready for analysis. Bioinformatics software and knowledge bases interpret data to report relevant, actionable insights. Automation solutions tie these together in seamless and cost-effective molecular testing workflows. QIAGEN provides these workflows to more than 500,000 customers around the world in Molecular Diagnostics (human healthcare), Applied Testing (forensics, veterinary testing and food safety), Pharma (pharmaceutical and biotechnology companies) and Academia (life sciences research). As of December 31, 2015, QIAGEN employed approximately 4,600 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).