QIAGEN updates proposal to acquire Cellestis Limited
QIAGEN increases offer to shareholders of Cellestis Limited (CST:AU) pursuant to scheme of arrangement
- Cellestis board of directors unanimously support(1) amended proposal offering its shareholders a 7% increase to A$3.80 per share from original offer of A$3.55
- Acquisition would provide QIAGEN with exclusive access to QuantiFERON® technology for high sensitivity, early disease detection not possible with other diagnostics
Venlo, the Netherlands, and Melbourne, Australia, July 11, 2011 - QIAGEN N.V. (NASDAQ: QGEN; Frankfurt, Prime Standard: QIA) today announced that it has amended its original proposal to acquire Cellestis Limited (CST:AU), a publicly traded Australian biotechnology company.
Under terms of the amended proposal, the per-share offer price is being increased by 7% to A$3.80 from the original offer price of A$3.55 announced on April 4, 2011. QIAGEN has declared this offer to be final and will not be increased in the absence of a competing proposal.
The amended proposal represents an attractive outcome for Cellestis shareholders, enabling them to realize value in cash for their shares at a premium. The resulting integration of Cellestis will also offer opportunities to create significant value for QIAGEN shareholders. Implementation of the scheme will allow a rapid and efficient integration of Cellestis' business into the QIAGEN group without interrupting its strong growth momentum. Once the scheme is implemented, QIAGEN can begin to make investments to further expand Cellestis' global presence and the companies' combined product portfolio.
The increased offer represents a premium of:
- 33.1% to the one-month volume-weighted average price (VWAP) of Cellestis shares ending on April 1, 2011, the last trading day prior to announcement of the original proposal; and
- 40.8% to the three-month VWAP ending on April 1, 2011.
The acquisition of Cellestis will provide QIAGEN with exclusive rights to QuantiFERON® technology, a novel "pre-molecular" technology that offers a new dimension in disease detection not currently possible with other diagnostic technologies.
Cellestis has successfully commercialized this technology with QuantiFERON®-TB Gold In-Tube (QFT), a leading test for latent tuberculosis (TB), and is in the early stages of commercializing QuantiFERON®-CMV for monitoring of disease risk from the life-threatening cytomegalovirus virus (CMV).
QIAGEN and Cellestis announced on April 4, 2011, that the companies had entered into a Scheme Implementation Deed (SID) under which it is proposed that a wholly owned subsidiary of QIAGEN will acquire all of the ordinary shares in Cellestis, subject to the satisfaction of certain conditions (including shareholder and court approvals). Based on an exchange rate of A$1.00 equals US$1.04 as of April 1, 2011, the transaction value under the amended proposal is approximately US$374 million.
The Cellestis board of directors continues to unanimously recommend shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to the Independent Expert confirming that the amended proposal to the Scheme remains fair and reasonable and in the best interests of Cellestis shareholders. The Independent Expert issued a report in June concluding that the original Scheme was fair and reasonable and in the best interests of Cellestis' shareholders. Cellestis will seek Australian court approval to adjourn the Scheme Meeting scheduled for July 20, 2011, until the first week of August 2011.
All members of the Cellestis board of directors intend to vote or cause to be voted all of their direct and indirect interests in Cellestis in favour of the Scheme (subject to the same qualifications as their recommendations), which in aggregate amount to approximately 27% of Cellestis' issued shares.
QIAGEN entered into option agreements in April with the co-founders of Cellestis - Dr. Anthony Radford and Dr. James Rothel - to acquire up to 19.9% of the issued Cellestis shares. These option agreements have been amended to enable QIAGEN to still acquire these shares at the original price of A$3.55 per share, subject to the amended proposal and Scheme becoming effective.
Cellestis has proposed to pay a fully franked special dividend of up to A$0.07 per share prior to implementation of the Scheme. If a dividend is paid, the cash consideration paid to Cellestis shareholders would be reduced by the corresponding amount.
The amended proposal for this transaction, which QIAGEN will fund from existing cash reserves, is not expected to result in any material changes to estimates provided by QIAGEN in April 2011. On an adjusted basis, which excludes one-time charges, integration and restructuring costs, and amortization of acquisition-related intangible assets, the transaction is expected to be moderately dilutive to full-year 2011 adjusted EPS due to planned large investments in sales capabilities and R&D initiatives for migration of existing Cellestis products onto QIAGEN platforms as well as for new product development. For 2012, QIAGEN expects double-digit sales growth from QuantiFERON® products and accretion of approximately US$0.02-0.03 to adjusted EPS.
Further information on the transaction can be found on the Cellestis website at http://www.clippercellestis.com/ and in the Investor Relations section of the QIAGEN website at http://www.qiagen.com/. Barclays Capital is acting as exclusive financial adviser and Freehills is acting as legal adviser to QIAGEN in relation to the transaction.
(1) The Cellestis board of directors unanimously recommends shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to the Independent Expert confirming that the Scheme remains fair and reasonable and in the best interest of Cellestis shareholders.
Cellestis Limited is a listed Australian biotechnology company commercialising QuantiFERON® technology for diagnosing TB and other diseases worldwide. QuantiFERON® - TB Gold tests for the presence or absence of a protein (gamma-interferon) produced by a patient's white blood cells after stimulation with specific TB proteins. The test has received regulatory and policy approvals in the USA, Japan, Europe and elsewhere. The Company operates through subsidiaries in the USA, Europe, Australia, Singapore and Japan.
Further information about Cellestis can be found at http://www.cellestis.com.
QIAGEN N.V., a Netherlands holding company, is the leading global provider of sample and assay technologies. Sample technologies are used to isolate and process DNA, RNA and proteins from biological samples such as blood or tissue. Assay technologies are used to make such isolated bio-molecules visible. QIAGEN has developed and markets more than 500 sample and assay products as well as automated solutions for such consumables. The company provides its products to molecular diagnostics laboratories, academic researchers, pharmaceutical and biotechnology companies, and applied testing customers for purposes such as forensics, animal or food testing and pharmaceutical process control. QIAGEN's assay technologies include one of the broadest panels of molecular diagnostic tests available worldwide. This panel includes the digene HPV Test, which is regarded as a "gold standard" in testing for high-risk types of human papillomavirus (HPV), the primary cause of cervical cancer, as well as a broad suite of solutions for infectious disease testing and companion diagnostics. QIAGEN employs nearly 3,600 people in over 30 locations worldwide. Further information about QIAGEN 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. These forward-looking statements, which may include, but are not limited to, statements concerning the financial condition, results of operations and businesses of QIAGEN and Cellestis and the benefits expected to result from the contemplated transaction, are based on management's current expectations and estimates and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. Factors that could cause or contribute to such differences may include, but are not limited to, the risk that the conditions relating to the required approvals and clearances might not be satisfied in a timely manner or at all, risks relating to the integration of the technologies and businesses of QIAGEN and Cellestis, unanticipated expenditures, changing relationships with customers, suppliers and strategic partners, failure to achieve anticipated growth in sales, conditions of the economy and other factors described in QIAGEN's most recent reports on Form 20-F, Form 6-K and other periodic reports For further information, refer to the discussions in these reports that QIAGEN has filed with, or furnished to, the U.S. Securities and Exchange Commission (SEC).
QIAGEN has included adjusted financial measures in this release to give additional insight into QIAGEN's anticipated financial performance for periods in which the corresponding measures prepared in accordance with generally accepted accounting principles cannot yet be determined.