Ad-hoc announcement pursuant to Art. 17 MAR
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, CANADA, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. NOT FOR DISTRIBUTION TO ANY U.S. PERSON. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
QIAGEN N.V. launches non-US offering of cash settled convertible notes combined with convertible note hedge and warrant transactions
VENLO Netherlands, September 6, 2017 – The Management Board of QIAGEN N.V. ("QIAGEN" or the "Company"), with the consent of its Supervisory Board has resolved today to issue senior, unsecured cash settled convertible notes convertible into common shares of the Company (the "Notes").
The Company intends to place Notes in an aggregate volume of USD 350 million. The number of ordinary shares of QIAGEN underlying the Notes will be up to 8.5 million, representing approximately 3.8% of the current outstanding shares (subject to any adjustment of the conversion ratio pursuant to the terms and conditions of the Notes).
QIAGEN intends to use the proceeds from the issuance of the Notes for general corporate purposes, including entry into the convertible note hedge and warrant transactions, as described below.
The Notes will have a maturity of 6 years, will be issued and redeemed at 100% of their principal amount and will pay a coupon between 0.375% - 0.875% p. a., payable semi-annually in arrears.
The initial conversion price will be set at a conversion premium of 30% – 35% above the reference share price, being the volume weighted average price of the QIAGEN share between opening and close on the NASDAQ Global Select Market on September 6, 2017. Pricing for the Notes is expected to take place today. Settlement is expected to take place on or around September 13, 2017.
QIAGEN intends to apply for the inclusion of the Notes to trading on the Open Market (Freiverkehr) of the Frankfurt Stock Exchange.
In connection with the offering of the Notes, QIAGEN intends to enter into privately negotiated convertible note hedge transactions with one or more counterparties (the "dealers") or their affiliates, initially covering the same number of QIAGEN's common shares as underlie the Notes. The convertible note hedge transaction will be cash settled upon exercise and is expected to offset any cash payments QIAGEN is required to make in excess of the principal amount of the Notes upon conversion. QIAGEN also intends to enter into separate privately negotiated warrant transactions with such dealers or their affiliates, initially covering the same number of QIAGEN's common shares as underlie the Notes. The strike price of the warrants is expected to be set around 160% of the reference share price.
The contents of this announcement have been prepared by and are the sole responsibility of QIAGEN and the information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed by any person for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
The distribution of this announcement and the offer and sale of the Notes in certain jurisdictions may be restricted by law. The Notes may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Notes in such jurisdiction. No action has been taken by QIAGEN or any other party involved in the offering or any of their respective affiliates that would permit an offering of the Notes or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
This announcement is for information purposes only and does not constitute or form a part of an offer to sell or a solicitation of an offer to purchase any security of QIAGEN in the United States or in any other jurisdiction where such offer or solicitation is unlawful. The Notes described in this announcement have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any applicable state or foreign securities laws. The securities described in this announcement may not be offered or sold in the United States or to any U.S. person absent registration or an exemption from the registration requirements of the Securities Act. There shall be no public offering of the Notes in the United States.
Neither this announcement nor any copy of it may be taken, transmitted or distributed, directly or indirectly in or into the United States, Canada, Australia, Japan, South Africa or any other state or jurisdiction in which such action would be unlawful. Any failure to comply with this restriction may constitute a violation of United States, Canadian, Australian, Japanese, South African or other applicable securities laws.
For readers in the European Economic Area: In any EEA Member State that has implemented the Prospectus Directive, this communication is only addressed to and directed at qualified investors in that Member State within the meaning of the Prospectus Directive. The term "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in each relevant Member State), together with any relevant implementing measure in the relevant Member State.
For readers in the United Kingdom: This communication is being directed only at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) ("Investment professionals") of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) certain high value persons and entities who fall within Article 49(2)(a) to (d) ("High net worth companies, unincorporated associations etc.") of the Order; or (iv) any other person to whom it may lawfully be communicated (all such persons in (i) to (iv) together being referred to as "relevant persons"). The Notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Notes will be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
5912 PL Venlo
Frankfurt Stock Exchange, Regulated Market (Prime Standard)
For further information, please contact:
Vice President Corporate Communications and Investor Relations
+49 2103 29 11711