QIAGEN Agrees to Acquire Gentra Systems Inc.
QIAGEN to Add Consumable and Automation Systems Targeting an Expanding Field of Nucleic Acid Purification
VENLO, The Netherlands, May 4, 2006 - QIAGEN N.V. (Nasdaq: QGEN; Frankfurt, Prime Standard: QIA), a leading provider of molecular diagnostics products and the world's premier supplier of solutions for preanalytical sample preparation, today announced that it has entered into a definitive merger agreement to purchase all outstanding shares of Gentra Systems Inc. (Gentra) based in Minneapolis, Minnesota. Gentra is a privately held leading developer, manufacturer and supplier of non-solid phase nucleic acid purification products, providing both consumables and automated platforms. The acquisition expands QIAGEN's position as a leading provider of preanalytical and molecular diagnostics solutions to research and diagnostic customers. The transaction is subject to approval by Gentra's shareholders and other customary closing conditions and is expected to close at end of the second quarter 2006.
Under the terms of the merger agreement, QIAGEN will acquire 100% of the outstanding shares of Gentra for approximately US$38 million in cash. QIAGEN expects to incur one-time charges of approximately US$0.02 in EPS at the closing of this transaction. Based on preliminary analyses and depending on the date of the closing, QIAGEN expects this transaction to contribute approximately US$6 million in sales in the second half of 2006. On an adjusted basis without one-time charges, integration and restructuring costs and amortization of acquired IP the acquisition is expected to be neutral to EPS in 2006 and to be accretive by at least US$0.01 in 2007.
Gentra is focused on the niche market of nucleic acid purification from large scale blood samples up to 10 ml. Such large samples volumes are processed mostly in biobanking and DNA archiving market segments where Gentra's Puregene® consumables and Autopure LS® instruments hold a strong position. In addition, Gentra has developed the Purescript®, VersageneTM and Generation® line of nucleic acid purification consumables. Well documented, long-term DNA stability data of more than 11 years and proven efficiency for purification of large DNA molecules are important advantages of the Gentra products and are evidence of Gentra's strong focus on and commitment to these segments.
The Gentra product line is highly synergistic with QIAGEN's product portfolio and broadens QIAGEN's value proposition for customers in areas such as molecular diagnostics, biobanking and translational medicine. DNA purified with from such large scale blood samples with Gentra products is well suited for applications such as QIAGEN's PCR-based genotyping, molecular testing products or comparative genomic hybridization (CGH). In addition, many customers in biobanking and DNA archiving use QIAGEN's whole genome amplification technology (WGA) to replicate and thereby immortalize precious samples. Gentra has placed nearly 100 Autopure LS instruments globally which are recording significant consumable run rates.
Traditionally, biobanking was a confined market niche and mostly targeting population genetics studies. QIAGEN believes that the rapidly emerging trends towards translational medicine and biomedical research are creating a reinforced focus on biobanking and are thereby creating new opportunities for the hereby enlarged QIAGEN portfolio of products targeting these segments.
"Gentra is a well established leader in nucleic acid purification consumables and automation for important niche markets such as biobanking and DNA archiving, where larger sample volumes and long term stability are important for customers," said Peer M. Schatz, QIAGEN's Chief Executive Officer. "We believe that this market segment is increasingly attractive due to current trends in molecular diagnostics, biomedical research and translational medicine. The Gentra products are very complimentary to QIAGEN's product and technology portfolio providing additional solutions to enable large-scale research in biomedical, genomic and molecular diagnostic laboratories."
"The acquisition of Gentra fits into our corporate strategy of expanding our market and technology leadership in preanalytical solutions. Gentra's portfolio of consumables and instruments for nucleic acid purification, as well as its strong reputation in an increasingly important market niche are a perfect fit for QIAGEN," he continued. "QIAGEN provides a comprehensive direct-sales and service channel as well as a complete and complementary product portfolio to increase the value for customers in these market segments."
"We are very pleased and excited to join forces with QIAGEN - the world's leading provider of preanalytical solutions and molecular diagnostic assays. Given QIAGEN's sales and marketing leadership and geographical reach, we believe the combined companies can expand and accelerate, getting our technologies into the market and into the hands of more customers," said Dr. Ruth Shuman, Chief Executive Officer and founder of Gentra. "QIAGEN's global presence, its recognized excellence and its operational strength make QIAGEN a perfect partner."
Financial Highlights of the Pending Acquisition:
- Transaction is expected to close at the end of the second quarter of 2006.
- Expected to add revenues of approximately US$6 million in the second half of 2006 and of approximately US$14 in 2007.
- Expected to be neutral to adjusted EPS in 2006 and accretive to adjusted EPS in 2007 and beyond. Impact on reported EPS to be dilutive by US$0.02 in 2006 and slightly accretive to reported EPS in 2007.
- Consideration represents a multiple of approximately 2.7x 2007 annual sales.
Rational Highlights of the Pending Acquisition:
- Acquisition of a leading player in the DNA purification market with a strong brand value in a well defined market niche.
- Adds four new consumable product lines in nucleic acid purification based on proprietary technologies to the QIAGEN portfolio for manual use and use on Gentra's automation platforms:
- Puregene® consumables for genomic DNA isolation. The isolated DNA is of the highest purity, has a high molecular weight of up to 200 kb and is therefore well-suited for long term storage, archiving and length-sensitive applications such as comparative genomic hybridization (CGH).
- VersageneTM consumable product line for both RNA and DNA purification in convenient single column and 96-well formats for use with a broad range of sample materials. The purified nucleic acids can directly be used for amplification (PCR, RT-PCR), microarray analysis and other assays.
- Generation® consumable product line, including fast systems for DNA purification for direct use in amplification based techniques. Four different formats address a variety of customer needs.
- Purescript® consumable product line for isolating RNA from different sources. The purified RNA is suitable for all kind of downstream applications including RT-PCR and in vitro translation.
- Adds two new automation platforms: Autopure® for large scale blood (up to 10 ml) DNA purification and AutotechTM for smaller samples and lower throughput.
QIAGEN N.V., a Netherlands holding company, is a leading provider of innovative technologies and products for pre-analytical sample preparation and molecular diagnostics solutions. QIAGEN has developed a comprehensive portfolio of more than 500 proprietary, consumable products and automated solutions for sample collection, and nucleic acid and protein handling, separation, and purification. QIAGEN also supplies diagnostic kits, tests, and assays for human and veterinary molecular diagnostics. The company's products are sold to academic research markets, and to leading pharmaceutical and biotechnology companies; as well as to diagnostics laboratories. QIAGEN also provides purification and testing solutions to applied testing markets: such as forensics, animal or food testing, and pharmaceutical process control.
QIAGEN employs more than 1,700 people worldwide. QIAGEN products are sold through a dedicated sales force and a global network of distributors in more than 40 countries.
Further information about QIAGEN can be found at http://www.qiagen.com/
About Gentra Systems, Inc.:
Gentra Systems, Inc., based in Minneapolis, MN, is a rapidly growing company that specializes in developing nucleic acid purification reagents and instruments for clinical and clinical research laboratories. The company markets its products worldwide through direct sales and distributors. Gentra's Website at http://www.gentra.com/carries more information about the company and its products.
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, clinical research 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 due to the level and timing of customers' funding, budgets, and other factors), 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' products, market acceptance of QIAGEN's new products and the integration of acquisitions of technologies and businesses. For further information, refer to the discussions in reports that QIAGEN has filed with, or furnished to, the U.S. Securities and Exchange Commission (SEC).
Dr. Solveigh Mähler