Settlement-delivery of the acquisition by QIAGEN of 62% of the share capital of Ipsogen - Appointment of directors and of the president of the board of directors of Ipsogen
Venlo, The Netherlands - July 13, 2011 - QIAGEN N.V. announced today that the settlement-delivery of the acquisition by QIAGEN of approximately 62,5% of the share capital of IPSOGEN has been completed on July 12th and 13th, 2011.
As announced, the Board of Directors met on the date hereof in order to co-opt Mr. Peer Schatz, Mr. Roland Sackers, Dr. Philipp Von Hugo and Mr. Olivier Diaz in replacement of Mr. Gilles Alberici, Mr. Kevin Rakin, Matignon Investissement & Gestion and Amundi Private Equityy Funds, resigning, in order to reflect the participation of QIAGEN in the share capital of IPSOGEN.
The Board of Directors of IPSOGEN is now composed of the following members:
- Mr. Peer Schatz (Chairman)
- Mr. Vincent Fert (CEO)
- Mr. Stéphane Debono
- Mr. Guillaume Connan
- Mr. Roland Sackers
- Dr. Philipp Von Hugo
- Mr. Olivier Diaz
The Board of Directors met also on the date hereof and appointed Mr. Peer Schatz, also Chairman of QIAGEN, as President of the Board.
As previously announced and according to the applicable regulations, QIAGEN will file a public offer on the balance of shares of capital stock of IPSOGEN at a price of 12.90 euros per share. As the threshold of 50% has been crossed, this public offer will be submitted to the approval of the AMF. If QIAGEN reaches the threshold of 95% of the share capital or the voting rights of IPSOGEN through this public offer, QIAGEN indicated that it reserves the right to request the implementation of a squeeze-out procedure at the same price.
Rothschild and Kempen & Co act as financial advisers and Darrois Villey Maillot Brochier as legal counsel of QIAGEN in connection with this offer. Shearman & Sterling LLP acts as legal counsel of IPSOGEN in connection with this offer.
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/.
IPSOGEN, cancer profiler, develops and markets molecular diagnostic tests that help to map diseases and guide patients and oncologists' decisions along their therapeutic path. With more than 80 tests already used routinely worldwide for the diagnosis, prognosis and follow up of thousands of patients with leukemia, IPSOGEN is now targeting breast cancer with the aim of providing currently inaccessible diagnostic information. Strengthened by its scientific, clinical and technological partnerships, and by its multidisciplinary team in France and the USA, IPSOGEN intends to become a world leader in the molecular profiling of cancers, and to continue the development and promotion of best-in-class diagnostic references that have a significant impact on patients, medical professionals and society. The company is headquartered in Marseille, France, and has a subsidiary in the USA. For further information, visit http://www.ipsogen.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 Ipsogen 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 Ipsogen, 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).