QIAGEN to Acquire Nextal Biotechnologies
Transaction Expands QIAGEN's Sample Preparation Leadership into Protein Crystallography
Venlo, The Netherlands, June 30, 2005 -- QIAGEN N.V. (NASDAQ: QGEN; Frankfurt, Prime Standard: QIA), the world's leading provider of preanalytical sample preparation products enabling genetic and protein analysis, today announced that it has entered into a definitive agreement to acquire Nextal Biotechnology Inc., a fast-growing provider of proprietary sample preparation tools which make protein crystallization more accessible.
Protein crystallography is a complex process used to determine the three-dimensional structure of proteins. By elucidating the structure of proteins, scientists can discover new drugs that more effectively target disease. Prior to crystallographic analysis, proteins require complex sample preparation procedures.
Nextal has developed and recently initiated the marketing of a comprehensive suite of consumables which dramatically simplify the process of sample preparation of proteins for subsequent crystallographic analysis. Despite having only recently been launched, Nextal's product sales are growing very rapidly and are already sold to leading academic institutes, biotechnology and major pharmaceutical companies. Like QIAGEN, Nextal has made significant moves towards the standardization of previously complex preanalytical processes within its own range of pre-manufactured consumables and is replacing homebrew methods.
Subject to the terms of the acquisition agreement, QIAGEN will pay approximately US$9.7 million in cash in exchange for all of the outstanding capital stock of Nextal. An additional consideration of approximately US$4.5 million is subject to certain milestones. QIAGEN expects to incur charges relating to the acquisition of less than US$1 million in its financial results for the second quarter of 2005. The Company anticipates the transaction will add approximately US$3 million in net sales and will be neutral to net income to QIAGEN's 2006 financial results.
"Nextal's sample preparation product portfolio and technology platform generates exciting synergies with QIAGEN's leading solutions for protein sample preparation, including our Qproteome products. Through this acquisition we can extend our sample preparation leadership into the rapidly growing area of sample preparation for biological macromolecule crystallography," said Peer M. Schatz, QIAGEN's Chief Executive Officer. "This transaction builds on QIAGEN's ability to enhance shareholder value by identifying key assets that fit strategically with our existing product portfolio and rapidly expanding their reach and breadth."
"Nextal has built a rapidly growing market position in developing preanalytical solutions on its proprietary crystallization kits and screening technology," added Jean Pascal Viola, CEO of Nextal. "We are very pleased and excited to join forces with the world's leading provider of enabling technologies for preanalytical sample preparation in life sciences. QIAGEN's technology and market leadership will open new opportunities to further develop and commercialize standardized protein crystallization technology."
Following the acquisition of Nextal, QIAGEN is able to provide standardized, easy to use and integrated protein solutions encompassing standardized cloning, expression, purification and crystallization to its clients with seamless and optimized combinations of products including QIAexpress, EasyXpress and Nextal's crystallography solutions on an automated platform.
"Nextal's high level of customer support and quality products helped us to make a seamless transition towards automated crystallization experiments using small volume, high throughput formats. Our initial crystallization experiments for each project are now more comprehensive and reproducible." says Tom E. Ellenberger, who is the Hsien Wu and Daisy Yen Wu Professor of Biological Chemistry and Molecular Pharmacology at Harvard Medical School, Boston, MA, USA.
The acquisition positions QIAGEN as a leading provider of an extensive portfolio of preanalytical solutions addressing structure determination, structure based drug design and structural genomics. This highly dynamic sector of the market is experiencing a period of rapid growth as it undergoes a tremendous increase in innovation and increased utility of its tools. In particular pharmaceutical companies use or intend to use these techniques throughout the drug discovery and development process.
Gargoyle Partners LLP acted as exclusive financial adviser to QIAGEN in this transaction.
About Protein Crystallography:
The human body contains thousands of different proteins with essential roles in maintaining life. The specific role that a protein plays is determined by its structure. Crystallography allows scientists, through the study of protein crystals, to determine the three-dimensional molecular structures of proteins, other large biomolecules, and some viruses. With an improved understanding of the molecular structures and interactions of proteins, drug designers are enabled to develop new treatments that target specific human, animal, and plant diseases.
To learn how proteins function, scientist must understand a protein's structure. To do this, scientists must first crystallize the protein and analyze the resulting crystals by a process called X-ray diffraction. Precise measurements of thousands of diffracted intensities from each crystal help scientists map the probable positions of the atoms within each protein molecule. This complex process to obtain crystals of high enough quality requires between several months to several years to complete. Nextal's product portfolio simplifies and significantly speeds up this complex process of protein crystallization.
QIAGEN N.V., a Netherlands holding company with subsidiaries in Germany, the United States, Japan, the United Kingdom, Switzerland, France, Italy, Australia, Norway, Austria, Canada, Sweden, and the Netherlands believes it is the world's leading provider of innovative enabling technologies and products for the separation, purification and handling of nucleic acids and proteins. QIAGEN has developed a comprehensive portfolio of more than 320 proprietary, consumable products for nucleic acid and protein separation, purification and handling, nucleic acid amplification, as well as automated instrumentation, synthetic nucleic acid products and related services. QIAGEN's products are sold in more than 42 countries throughout the world to academic research markets and to leading pharmaceutical and biotechnology companies. In addition, QIAGEN is positioning its products for sale into developing commercial markets, including applied testing markets, clinical research, nucleic acid-based molecular diagnostics, and genetic vaccination and gene therapy. QIAGEN employs more than 1,300 people worldwide. Further information on QIAGEN can be found at http://www.qiagen.com/.
About Nextal Biotechnologies:
Nextal, is a Canadian private company that has developed a range of enabling solutions that address the needs of crystallographers by providing unique products for protein crystallization. Nextal's objective is to support its customers by helping to reduce time to crystals and structure determination. Its comprehensive product line aims at simplifying and standardizing protein crystallization experimental procedures. Unique ready-to-use kits are providing scientists with fast and easy experimental setups compatible with manual and/or automated laboratories. Nextal supports its customers with the widest variety of crystallization solutions, formats and optimization strategies from screening to optimization steps. Nextal's products are directly sold in more than 20 countries worldwide to academic research laboratories and leading pharmaceutical and biotechnologies companies focusing on structure based drug design. Further information on Nextal can be found at http://www.nextalbiotech.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 are forward-looking, such statements are based on current expectations 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 and risks of dependency on logistics), variability of operating results, the commercial development of the applied testing markets and proteomics markets, nucleic acid-based molecular diagnostics market, and genetic vaccination and gene therapy markets, competition, rapid or unexpected changes in technologies, fluctuations in demand for QIAGEN's, products ( including fluctuations for certain events including funding, budgets, and others ), 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 its products from competitors, market acceptance of QIAGEN's new products and the integration of acquisitions of technologies and businesses. For further information, refer to the discussion in reports that QIAGEN has filed with, or furnished to, the U.S. Securities and Exchange Commission (SEC).
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