QIAGEN announces second offer extension for the acquisition of shares in Exiqon A/S
Offer for DKK 18 per share remains valid until 20 June 2016
Venlo, The Netherlands, June 3, 2016 – QIAGEN N.V. (NASDAQ: QGEN; Frankfurt Prime Standard: QIA) today announced another extension of the Offer Period for the acquisition of Exiqon A/S, a world leader in RNA technology. On 18 April 2016, QIAGEN N.V. had published a conditional, voluntary public tender offer for the shares in Exiqon A/S, in which the shareholders were offered a cash amount of DKK 18 for each share held in Exiqon A/S. This Offer Period had been extended on 19 May 2016, its terms and conditions remained unchanged. In accordance with the Offer, the extended Offer Period expired yesterday on 2 June 2016 at 23.59 (CET).
QIAGEN N.V. has in total received acceptances from shareholders in Exiqon A/S representing 89.21 % of the share capital and voting rights in Exiqon A/S. In accordance with the conditions of the Offer and section 9 of the Danish Takeover Order no. 562 of 2 June 2014 QIAGEN N.V. has decided to extend the Offer Period one more time. Consequently, the Offer is valid as of 19 April 2016 and expires on 20 June 2016 at 23:59 (CET).
"We have made a compelling and fair offer that is not only appreciated by Exiqon’s board of directors and its largest shareholders”, said Peer Schatz, CEO of QIAGEN N.V. “During the first extension period, additional retail shareholders also have recognized that the offer values the company appropriately and have tendered their shares. We extend the offer one more time and trust that in the end we will reach the 90 % acceptance rate necessary to complete the transaction.”
As described in the Offer Document, Mr. Lars Kongsbak and Mr. Hans Henrik Christensen, members of Exiqon’s executive management, hold in aggregate 4,021,959 warrants in Exiqon A/S convertible into the same number of shares in Exiqon A/S. These warrants are expected to vest immediately upon a completion of the Offer and can either be settled in cash or in shares, depending on the decision made by the board of directors. QIAGEN N.V. has received irrevocable undertakings from both Mr. Kongsbak and Mr. Christensen, stating that they will tender any newly issued shares to QIAGEN N.V. at the Offer Price in case the board of directors decides that such warrants should be settled in shares. Consequently, QIAGEN N.V. is in the process of reaching an agreement with Exiqon A/S that entitles QIAGEN N.V. to demand that such warrants are settled in shares.
In case QIAGEN N.V. reaches such an agreement with Exiqon A/S, QIAGEN N.V. reserves to lower its 90 % acceptance condition and complete the Offer with a lower acceptance ratio than 90 % as a share settlement of the warrants, if any, will have the effect that QIAGEN N.V. will hold above 90 % of the shares and votes in Exiqon A/S once the warrants are settled.
QIAGEN N.V. will announce the preliminary result of the Offer through the Danish FSA, NASDAQ Copenhagen and through electronic media no later than eighteen hours after expiry of the Offer Period, i.e. on 21 June 2016. QIAGEN N.V. will announce the final result of the Offer on or before 24 June 2016, which is three days after the completion of 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 that enable customers to gain valuable molecular insights from samples containing the building blocks of life. Our 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 workflows. QIAGEN provides solutions to more than 500,000 customers around the world in Molecular Diagnostics (human healthcare), Applied Testing (forensics, veterinary testing and food safety), Pharma (pharma and biotech companies) and Academia (life sciences research). As of March 31, 2016, QIAGEN employed approximately 4,600 people in over 35 locations worldwide. Further information can be found at http://www.qiagen.com.
Certain statements contained in this press 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, collaborations, markets, strategy or operating results, including without limitation its expected adjusted net sales and adjusted diluted earnings 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 to customers in academia, pharma, applied testing and 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 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).