QIAGEN Acquires artus GmbH
Accretive transaction of a Leading OEM Supplier of Molecular Diagnostic Assay Solutions to Leading Diagnostics Companies
Venlo, The Netherlands - May 31, 2005 - QIAGEN N.V. (NASDAQ: QGEN; Frankfurt, Prime Standard: QIA), the world's leading provider of innovative enabling technologies and products for the separation, purification and handling of nucleic acids and proteins, today announced that its wholly owned subsidiary QIAGEN GmbH has entered into a definitive agreement to acquire artus Gesellschaft für molekularbiologische Diagnostik und Entwicklung mbH, an established leader in PCR-based molecular diagnostic tests for pathogenenic, genotyping and pharmacogenomic testing.
QIAGEN expects that this transaction will add approximately US$15 million in net sales and US$1.5 - 2.0 million in net income to QIAGEN's 2006 financial results.
artus focuses on selling its diagnostic assays (tests) as OEM products to leading diagnostic companies including Abbott Laboratories. Like QIAGEN, artus has made significant moves towards regulatory standardization. The artus RealArt® assay range has been developed for use on a variety of open architecture detection platforms including the Roche LightCyclerTM, the ABI TaqmanTM, the RotorGeneTM from Corbett Research as well as electrophoresis detection systems.
artus' unique portfolio spans over 60 assays including 30 CE marked assays for detection of a variety of viral and bacterial pathogens such as SARS, Herpes simplex virus -1/-2, Epstein-Barr-Virus (EBV), West Nile Virus, Malaria and Salmonella. The portfolio also includes select assays for genotyping and veterinary medicine and a strong pipeline of complete panels for certain disease profiles. artus maintains a very active network of relationships with academic and industrial partners to identify and develop test opportunities. artus' diagnostic tests make integral and portfolio-expanding contributions to a broad variety of diagnostic test menus of leading diagnostic companies including Abbott Laboratories.
QIAGEN believes that this acquisition is a perfect fit in its strategy to increase QIAGEN's value as a partner to the molecular diagnostics industry. In addition to its leading position in preanalytical sample preparation in molecular diagnostics, QIAGEN is now able to offer optimized and synchronized combinations of preanalytical sample preparation and diagnostic assay solutions to its partners in molecular diagnostics. By providing the opportunity for partners in molecular diagnostics to expand their portfolio by adding artus' validated assays, QIAGEN intends to further contribute to accelerating the growth of molecular diagnostics by broadening the menu of tests available on today's diagnostic platforms.
In addition, at this time of dramatic market expansion in diagnostics from difficult to treat samples such as in tissue, respiratory and stool-based diagnostics, QIAGEN believes the combination of preparative and assay skills can create significant customer value in pharmacogenomics, virology, microbiology, and parasitology laboratories worldwide.
artus' product portfolio and technology platform generates exciting technology synergies with QIAGEN's preanalytical solutions for nucleic acids and QIAGEN's leading, currently research market-targeted PCR consumables portfolio. QIAGEN's preanalytical sample preparation solutions are already an integral part of most of artus' diagnostic assays due to a long-standing partnership between both companies.
"artus' expertise in developing and marketing diagnostic assays has the potential to significantly expand QIAGEN's technology leadership in molecular diagnostics. Through this acquisition, QIAGEN intends provide integrated diagnostic solutions encompassing standardized preanalytical solutions and optimized assays to our diagnostic partners. We believe that this offering will allow our partners to significantly expand their diagnostic menus by adding our proven and validated assays", said Peer M. Schatz, QIAGEN's Chief Executive Officer. " QIAGEN is a clear leader in preanalytical solutions in molecular diagnostics. Our solutions enable nucleic acid testing to achieve unmatched performance and regulatory compliance. Through this acquisition, we can now provide seamless and optimized combinations of the preanalytical and assay components to our partners. Based on our experiences in our long-standing relationship with artus and their customers in molecular diagnostics, we believe that this acquisition will significantly increase the value of our combined product offering to our partners and contribute to the acceleration of standardization in and dissemination of molecular diagnostic testing. "
"artus has built an exciting position in developing diagnostic assays on its proprietary RealArt® amplification technology", added Dr. Ulrich Spengler, Managing Director of artus GmbH. "We are very pleased and excited to join forces with the world's leading provider of enabling technologies for preanalytical sample preparation in molecular diagnostics. QIAGEN's technology and market leadership will open new opportunities to further develop and commercialize our PCR based diagnostic design technology. This is a huge opportunity and a big motivation for our employees."
Subject to the terms of the acquisition agreement, QIAGEN will pay approximately US$39.2 million in cash in exchange for all of the outstanding capital stock of artus GmbH. Approximately US$11.6 million of this consideration will be paid into escrow and will be released subject to certain milestones being met. QIAGEN expects to incur charges relating to the acquisition of approximately US$2.0 - 3.0 million in its financial results for the second quarter of 2005.
Highlights of the Acquisition:
Substantial increase of QIAGEN's value for partners in the diagnostics industry through the offering of the combination of preanalytical sample preparation and assay technologies.
- artus' product of diagnostic assays spans over 60 assays including 30 CE marked assays.
- Strong marketing channels through its partners in molecular diagnostics including Abbott Laboratories.
- Perfect fit to QIAGEN's existing product portfolio in preanalytical sample preparation. Good track record of partnership in developing combined preanalytical solutions and optimized assay design. QIAGEN's preanalytical solutions are already integrated in most of artus' diagnostic tests.
- Highly synergistic with QIAGEN's technology and product portfolio in PCR reagents and solutions. Expertise in PCR which QIAGEN currently offers in other markets is now mirrored into diagnostics.
- Potential to accelerate growth of molecular diagnostic testing by commercializing combined preanalytical and assay solutions with requisite performance levels and regulatory compliance and which can expand the testing menus of leading diagnostic partners.
- Rapid integration expected to proximity of operations and long-standing relationship.
Detailed information on this transaction, including its impact on QIAGEN financials, will be presented in a conference call QIAGEN will host on May 31, 2005 at 11:00 am EDT. The corresponding presentation slides will be available 30 minutes ahead of the conference call on the Company's website at www.qiagen.com/goto/053105. A webcast of the conference call will be available at www.qiagen.com/goto/053105.
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 artus GmbH:
artus GmbH is a biotechnology company specialized in the development, production and sale of diagnostic kits based on modern DNA analytical procedures. The main focus of these detection procedures is PCR and real-time PCR technology. The detection systems are mainly used in identifying infectious agents, in pharmacogenomics and in veterinary diagnostics. artus GmbH was established by six scientists as a spin-off of the Bernhard-Nocht-Institute for Tropical Medicine in Hamburg in 1998 with the intention to develop new procedures and products for pathogen diagnostics. The Hamburg-based company has been in the centre of public attention a number of times: in November 2000, artus was the first laboratory which tested a cattle positive for BSE (bovine spongiforme encephalopathy, „mad cow disease") in Germany . In addition, in April 2003, artus was also the first company worldwide to sell a commercial amplification and detection system for the SARS-Coronavirus during the SARS epidemic. artus sells and distributes its licensed diagnostic products worldwide in more than 30 countries. With its RealArtTM amplification and detection assays, artus offers one of the broadest ranges of licensed real-time PCR assays. Further information on artus can be found at http://www.artus-biotech.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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