QIAGEN announces adjustment of conversion ratio under its 0.375% Senior Unsecured Convertible Notes due 2019 (ISIN XS1046477235)
Adjustment of conversion ratio under 0.375% Senior Unsecured Convertible Notes due 2019 due to reduction in number of shares outstanding and direct capital repayment to shareholders
Venlo, the Netherlands, January 25, 2017 – QIAGEN N.V. (NASDAQ: QGEN; Frankfurt Prime Standard: QIA) today announced the adjustment of the conversion ratio under its 0.375% Senior Unsecured Convertible Notes due 2019 (the "Notes"). The adjusted conversion ratio of 7,063.1647 (from previously 7,056.7273) became effective as of today, January 25 2017.
The conversion ratio was adjusted in accordance with the terms and conditions of the Notes to reflect the impact of a synthetic share repurchase, which combines a direct capital repayment with a reverse stock split. The synthetic share repurchase, which was announced in August 2016 and approved in October 2016 at an Extraordinary General Meeting of Shareholders, involves an approach used by various large, multinational Dutch companies as an efficient way to provide returns to all shareholders, and to do so in a faster and more efficient way than through a traditional open-market share repurchase program.
The terms of the synthetic share repurchase are as follows: every 27 issued QIAGEN shares have been consolidated into 26 QIAGEN shares at close of business on January 24, 2017 and following the implementation of the consolidation, the Company will issue to its shareholders a capital repayment of $1.04 per pre-split share held by each shareholder.
QIAGEN will fund the capital repayment from existing cash reserves and maintains its current non-rated, investment-grade credit profile.
Technical details regarding settlement mechanics of the synthetic share repurchase
Shareholders holding their QIAGEN shares in brokerage accounts in the United States have their holdings automatically consolidated in line with the consolidation ratio described above effective as of close of business at 4:00 p.m. EST on Tuesday, January 24, 2017 (the “Effective Date”). The capital repayment will be made via Depository Trust Company to the respective brokerage accounts of the shareholders on or about Thursday, January 26, 2017. Unsettled market trades as of the Effective Date will be reconciled by Depository Trust Company and settled in line with market practice.
For shareholders who hold their QIAGEN shares in Germany and elsewhere in Europe directly or indirectly via Clearstream Banking AG, these holdings are consolidated through their banks, brokers and custodians as of close of business CET on Thursday, January 26, 2017. The payment date for these shareholders is expected to be Tuesday, January 31, 2017.
Shareholders holding their QIAGEN shares in registered form directly at American Stock Transfer and Trust Company (“AST”) as of the Effective Date will receive instructions through AST with regard to the process to surrender of their outstanding share certificates and the capital repayment.
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 September 30, 2016, QIAGEN employed approximately 4,700 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).