QIAGEN publishes offer document in connection with the conditional voluntary takeover offer for the shares in Exiqon A/S
Venlo, The Netherlands, April 19, 2016 – QIAGEN N.V. (”NASDAQ: QGEN; Frankfurt Prime Standard: QIA”) announced on 29 March 2016 that QIAGEN N.V had decided to make a conditional, voluntary public tender offer for the shares of Exiqon A/S in which the shareholders of Exiqon are offered a cash amount of DKK 18 for each share they hold in Exiqon A/S (the “Offer”).
The Offer 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.
In accordance with section 4 of the Danish Executive Order no. 562 of 2 June 2014 regarding takeover bids, etc., QIAGEN N.V. has today published an offering document with a more specific description of the terms and conditions of the Offer.
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, including the offering document, must not be sent, forwarded or distributed in any other way within a jurisdiction where this would or could constitute a violation of legislation within said jurisdiction, including in particular in 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 the offer document prepared and published by QIAGEN N.V., which contains 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.
Special information for United States residents:
The Offer is subject to the laws of Denmark. The Offer relates to the securities of a Danish company and is subject to the disclosure requirements applicable under Danish law, which may be different in material respects from those applicable in the United States. The Offer is being made in the United States in compliance with Section 14(e) of, and Regulation 14E promulgated under, the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and otherwise in accordance with the requirements of Danish law. The Offer is not subject to Section 14(d)(1) of, or Regulation 14D promulgated under, the Exchange Act, and is made in reliance on the exemption provided by Rule 14d-1(d) thereunder.
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).