QIAGEN to Acquire Key Assets of LumiCyte, Inc.
Acquisition Adds Next-Generation, Nanotechnology-Based "On-Chip" Sample Preparation for MALDI-Mass Spectrometry
Venlo, The Netherlands, August 01, 2005 -- QIAGEN N.V. (NASDAQ: QGEN; Frankfurt, Prime Standard: QIA), the world's leading provider of pre-analytical sample preparation products enabling genetic and protein analysis, today announced that it has entered into a definitive agreement to acquire key assets of LumiCyte, Inc. (LCI). LCI has developed and recently initiated marketing of the first products based on its proprietary STS- (Surface Tension Segmented) BiochipTM sample preparation solution for MALDI (Matrix-Assisted Laser Desorption/Ionization)-Mass Spectrometry (MS). This novel sample preparation solution is compatible with today's leading mass-spectrometry instruments. The STS-BiochipTM creates a new dimension of detection capabilities on such mass spectrometers by allowing samples, such as peptides and proteins, to be simultaneously separated into classes and concentrated "on-chip". This capability dramatically increases the limits of detection achievable through mass spectroscopy.
The combination of the acquisition of key assets of LCI with the acquisition of the bioanalytical business of SuNyx GmbH (announced today in a separate press release) creates a complete, proprietary and technology-leading portfolio for QIAGEN in the rapidly growing market segment of sample preparation of proteins and peptides for analysis using MALDI-Mass Spectrometry. The LCI transaction brings to QIAGEN pre-analytical products for MALDI analysis, the SuNyX transaction brings to QIAGEN pre-analytical products for LC-MALDI analysis.
MALDI -Mass Spectrometry has become the most important analytical tool in the identification of proteins and evaluation of their role in biological processes in the areas of proteomics, drug discovery, and biomarker identification. Sample preparation is often the most crucial step in MALDI mass detection of peptides and proteins. For a successful MALDI mass measurement, analytes must be incorporated into UV-light-absorbing matrix crystals. In addition to often lacking a sufficient concentration of proteins to achieve high enough MS sensitivity, this process can be disturbed by contaminants such as detergents and salts. Therefore, the combination of efficient separation and concentration in a single step is a key and previously unmet need.
LCI has created a unique product portfolio which combines the separation and concentration of proteins and peptides from complex mixtures. Its proprietary approach includes utilizing a combination of surface chemistry with nanotechnology on a single mass spectrometry sample chip. Through this approach, large samples dry down through various affinity surfaces to a non-binding, molecularly flat analysis zone, resulting in an up to 1,000-fold increased sensitivity and reproducibility in MS applications. In addition, LCI has established an exceptional capability for producing surfaces with a variety of "on-chip" separation capabilities for different proteomics applications in research, drug discovery and diagnostics. For example, LCI's expanding product portfolio includes surfaces for concentration, desalting and enrichment of post-translational modifications of proteins.
LCI's STS-BiochipTM platform has an open architecture which enables the usage and significantly increases the detection capabilities of most major MS instruments available. The inherent flexibility in design and manufacturing of the STS-BiochipTM allows for rapid development of new products based on market demands.
"We have utilized LumiCyte's STS chips with our high-end ABI mass spectrometers and have achieved dramatically better limits of detection. The results have been fantastic. Also, we are very excited about our recent results with STS affinity surfaces", stated Professor Mark Baker, Chief Executive Officer of the Australian Proteome Analysis Facility (APAF) from Sydney, Australia.
QIAGEN believes that LCI's sample preparation technologies and product portfolio represent a complementary addition to QIAGEN's leading protein sample preparation portfolio and that this combination will create a unique offering for QIAGEN's customers in academic and industrial research, as well as in molecular diagnostics.
Subject to the terms of the acquisition agreement, QIAGEN will pay approximately US$3 million cash up-front for of the key assets of LumiCyte, Inc. Additional considerations of approximately US$4 million and US$5 million will be paid after 18 and 30 months, respectively, subject to reaching certain financial targets. An additional milestone of US$ 4 million could be paid during the 60 months following the transaction upon reaching a significant financial target. In total, the cumulative consideration paid is expected to amount to less than 3x annual net sales of the acquired products during the first 18 months after the purchase, and thereafter, expected to represent a significantly lower and declining multiple of the annual net sales. QIAGEN anticipates that the transaction will add approximately US$2.0 million in net sales and will have a slightly dilutive impact of approximately US$0.5 million on QIAGEN's net income in 2006 and will be accretive thereafter. QIAGEN expects rapid growth of its products for sample preparation for MALDI mass spectrometry following their introduction in 2006. QIAGEN expects to provide further details on the acquisitions announced on August 1 in its upcoming conference call reporting the financial results of its second quarter 2005 on August 9, 2005.
"LCI's on-chip sample preparation product portfolio for MALDI-MS fits perfectly with QIAGEN's leadership in sample preparation for proteomics and generates exciting synergies with QIAGEN's current, leading technologies and products in protein sample preparation, including our Qproteome and QIAexpress product lines. Through this acquisition we are extending our sample preparation leadership into the rapidly growing area of sample preparation for MALDI-MS," said Peer M. Schatz, QIAGEN's Chief Executive Officer.
"STS-BiochipTM is a powerful new platform for the analysis of proteins and protein fragments in a wide variety of biological pursuits", said John D. D. Kohler, Chief Executive Officer of LumiCyte. "The basic design of STS is extensible to many affinity surfaces and will provide, by far, the broadest offering of affinity chemistries of any protein bio-chip on the market. We are very excited to team up with QIAGEN. As the market and technology leader in preanalytical solutions, QIAGEN is clearly the best partner to maximize the significant value of STS-BiochipTM technology as a preanalytical tool for MALDI mass spectrometry analysis."
Gargoyle Partners LLP acted as exclusive financial adviser to QIAGEN in this transaction.
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 1,500 people worldwide. Further information on QIAGEN can be found at www.qiagen.com.
LumiCyte, Inc. is a small research and development company engaged in creating sample preparation tools for protein analysis trough the use of its proprietary STS-BiochipTM technology. The company is located in Fremont, California.
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).
Peer M. Schatz
Chief Executive Officer
Dr. Ulrich Schriek
Vice President Corporate Business Development
Dr. Solveigh Mähler
Director of Investor Relations
Phone IR: +49 2103 2911 710