QIAGEN Announces an Offering of New Common Shares
Venlo, the Netherlands - September 22, 2009 - QIAGEN N.V. (NASDAQ: QGEN; Frankfurt Stock Exchange, regulated market (Prime Standard): QIA) (the "Company") announces today the launch of a placement of up to 27.5 million newly issued common shares through a bookbuilding process (the "Offering"). In addition, the Company will grant the underwriters an option to purchase up to 4.125 million additional newly issued common shares solely to cover over-allotments, if any (such shares, together with the Offering shares referred to above, the "Shares").
The Shares will be offered in a global offering consisting of an international offering to certain institutional investors outside the United States and a registered offering in the United States. Pre-emptive rights of shareholders have been excluded for the Offering.
The Company plans to use the net proceeds of this offering to fund the acquisition of DxS Ltd. announced on September 22, 2009 and potential future acquisitions, to strengthen its balance sheet and for general corporate purposes.
Deutsche Bank, Goldman Sachs International and J.P. Morgan will be acting as Joint Global Coordinators and Joint Bookrunners for the Offering. The offer price and number of Shares placed in the Offering will be determined based on the outcome of a bookbuilding process and will be stated in a pricing statement (the "Pricing Statement") which will be deposited with the Netherlands Authority for the Financial Markets (Stichting Autoriteit Financiële Markten; the "AFM") and announced by way of an ad-hoc announcement pursuant to Section 15 of the German Securities Trading Act. The order book will open on Wednesday, September 23, 2009, 3.00 am EDT (9.00 am CET). The timing of the closing of the book will be determined at the absolute discretion of the Joint Bookrunners but it is currently envisaged for Thursday, September 24, 2009, 4.00 pm EDT (10.00 pm CET). Application has been made for admission to trading of the Shares on the regulated market (Regulierter Markt) of the Frankfurt Stock Exchange, Prime Standard segment, and on NASDAQ Global Select Market. Subject to approval by the AFM, a prospectus relating to the listing of the Shares on the Frankfurt Stock Exchange is expected to be published on or about September 23, 2009 by being made available to the public, free of charge, in printed form at the registered office of QIAGEN N.V., Spoorstraat 50, 5911 KJ Venlo, the Netherlands, fax: (+31)-77-320-8409; email: email@example.com and through the offices of the Joint Global Coordinators. Furthermore, a registration statement has been filed with the U.S. Securities and Exchange Commission (the "SEC") today.
In connection with the Offering, Goldman Sachs International, as stabilising manager, or any of its agents, on behalf of the Joint Bookrunners and the other managers (the "Managers") in the Offering, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot or effect other transactions which stabilise or maintain the market price of the Company's common shares or any options, warrants or rights with respect to, or interests in, the Company's common shares, in each case at a higher level than might otherwise prevail in the open market. The stabilising manager is not required to enter into such transactions and such transactions may commence on or after the publication of the Pricing Statement and will end no later than the thirtieth day after the allotment of the Shares, which is expected to be 24 October 2009 (the "Stabilisation Period"). Such transactions may be effected on the Frankfurt Stock Exchange, on the NASDAQ Global Select Market, on the over-the-counter market or otherwise. There can be no assurance that such transactions will be undertaken and, if commenced, they may be discontinued at any time without prior notice.
5911 KJ Venlo
Contacts: IR QIAGEN; email: firstname.lastname@example.org; phone: +49 2103 29 11710
ISIN: NL 0000240000
German Securities Identification Number (WKN): 901626
Common Code: 007994915
This ad-hoc notification does not constitute, or form part of, an offer or invitation to sell or issue, or any solicitation of an offer to purchase or subscribe for securities and any subscription for or purchase of, or application for, the Shares should only be made on the basis of information contained in the prospectuses (the "Prospectuses") prepared by the Company in connection with the Offering. In particular, any subscription for or purchase of, or application for, the Shares in the United States should only be made on the basis of information contained in the prospectus, including the prospectus supplement, forming a part of the automatically effective shelf registration statement in connection with the Offering.
The Company has filed a registration statement in the United States under the U.S. Securities Act of 1933, as amended (the "Securities Act"), in connection with the offer and sale of the Shares. A written prospectus, including the prospectus supplement, satisfying the requirements of Section 10 of the Securities Act and containing the detailed terms of the offering will be available on the U.S. Securities and Exchange Commission's website at http://www.sec.gov/.
This ad-hoc notification does not constitute a recommendation. Prospective investors should consult a professional advisor as to the suitability of the Shares for the individual concerned. All investments are subject to risk. The value of the Shares may fluctuate. An investment in the Company is speculative and involves a substantial degree of risk, including the risk of total loss of such investment.
Prospective investors should not treat the contents of this document as advice relating to legal, taxation or investment matters, and are to make their own assessments concerning these and other consequences of any investment, including the merits of investing and the risks. Prospective investors are advised to seek expert legal, financial, tax and other professional advice before making any investment decision.
This ad-hoc notification does not constitute, and may not be used for the purposes of, an offer or an invitation to subscribe for the Shares by any person in any jurisdiction in which (i) such offer or invitation is not authorised; or (ii) in which the person making such offer or invitation is not qualified to do so; or (iii) to any person to whom it is unlawful to make such offer or invitation.
The distribution of this ad-hoc notification in certain jurisdictions may be restricted by law, and therefore persons into whose possession this ad-hoc notification comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction.
The content of this ad-hoc notification includes statements that are, or may be deemed to be, "forward-looking statements" based on management's expectations, including, but not limited to, statement relating to the proposed Offering and the expected use of the proceeds from the Offering. By their nature, forward-looking statements involve risks and uncertainties and readers are cautioned that any such forward-looking statements are not guarantees of future performance. The Company's actual results may differ materially from those predicted by the forward-looking statements. The Company undertakes no obligation to publicly update or revise forward-looking statements, except as may be required by law.
This document is an advertisement for the purposes of applicable measures implementing Directive 2003/71/EC (such Directive, together with any applicable implementing measures in the relevant home Member State under such Directive, the "Prospectus Directive"). Subject to approval by the AFM, a prospectus for the purpose of the listing of the Shares on the regulated market (Prime Standard segment) of the Frankfurt Stock Exchange is expected to be published on or about September 23, 2009 by being made available to the public, free of charge, in printed form at the registered office of QIAGEN N.V., Spoorstraat 50, 5911 KJ Venlo, the Netherlands, fax: (+31)-77-320-8409; email: email@example.com and through the offices of the Joint Global Coordinators.
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.
This communication is only being distributed to and is only directed at (i) persons who are outside the United Kingdom or (ii) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth companies, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as "relevant persons"). The Shares are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Shares 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.