QIAGEN changes offer conditions for acquisition of shares in Exiqon A/S
Acceptance rate lowered to 89.20% of share capital and voting rights to reflect possible effect of warrants
Venlo, The Netherlands, June 8, 2016 – QIAGEN N.V. (NASDAQ: QGEN; Frankfurt Prime Standard: QIA) today announced its decision to change the offer conditions for the acquisition of shares in Exiqon A/S, reducing the threshold from 90% to 89.20%. All other terms and conditions remain unchanged. In line with the Danish Takeover Order, which requires the extension of an offer period in case of changing offer terms and conditions, QIAGEN N.V. is further extending the offer period, which will now expire on 22 June 2016 at 23:59 (CET).
On 3 June 2016, QIAGEN N.V. had extended the conditional voluntary offer and announced that the Company has already received acceptances representing 89.21% of the share capital and voting rights in Exiqon.
In addition to the acceptances received and as described in the Offer Document, QIAGEN N.V. had also announced that members of the Executive Management in aggregate hold 4,021,959 warrants in Exiqon which are convertible into the same number of Exiqon shares (just below 1% of outstanding shares following conversion). Such warrants are expected to vest immediately upon Completion, if any, of the Offer and can either be settled in cash or in shares depending on the decision by Exiqon’s Board of Directors.
QIAGEN N.V. has received irrevocable undertakings from these warrant holders, 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. QIAGEN N.V. has subsequently entered into an agreement with Exiqon that entitles the Company to demand that any shares issued as a consequence of the exercise of warrants can be settled in shares or in cash.
Consequently, QIAGEN N.V. expects that the condition to receive acceptances exceeding 90% of the share capital will be satisfied after expiration of the Offer Period and that the Offer will be successfully completed.
In the by QIAGEN unexpected case of the completion of the Offer with an acceptance ratio below 90% of the share capital and voting rights in Exiqon, QIAGEN therefore expects to request the Board of Directors to settle the warrants in shares with the effect that the Company forewith upon Completion of the Offer will hold more than 90% of the shares and voting rights in Exiqon due to the issuance (and subsequent transfer to QIAGEN N.V.) of such warrant shares.
QIAGEN had originally published the conditional voluntary tender offer for the shares in Exiqon A/S on 18 April 2016, 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 and again on June 3 until June 20, 2016.
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 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).