QIAGEN Announces Closing of the Acquisition of SABiosciences
VENLO, The Netherlands, December 14, 2009 - QIAGEN N.V. (NASDAQ: QGEN; Frankfurt, Prime Standard: QIA) today announced the completion of its previously announced acquisition of SABiosciences Corporation, a privately-held developer and manufacturer of disease- and pathway-focused PCR assay panels based in Frederick, Maryland (USA). The closing follows the approval of the acquisition by SABiosciences' stockholders and the expiration of the statutory 30-day waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. QIAGEN had announced the signing of a definite agreement to acquire SABiosciences on November 9, 2009.
"We are pleased to now have completed the transaction", said Peer M. Schatz, Chief Executive Officer of QIAGEN. "Together with our new colleagues we will initiate the integration process. We believe this process will be a quick and smooth one - given the high level of complementarities. I would like to use this opportunity to welcome our new employees to QIAGEN. Their competence will help us leverage the combined Company's value proposition in the field of biomarker discovery and validation for the development of future diagnostics and pharmaceuticals."
SABiosciences brings to QIAGEN a unique position in the design and commercialization of more than 100 PCR assay panels which allow for high-performance analysis of DNA, RNA, epigenetic and microRNA targets in biological pathways associated with specific diseases or with defined pathways. These assay panels may be operated on QIAGEN instruments in the future. QIAGEN expects that the combined offering will strengthen its position as a premium partner for the pharmaceutical industry and to yield content for its three molecular diagnostic segments: prevention, profiling and personalized healthcare.
QIAGEN had already disclosed its intention to expand the business of disease- and pathway-focused assay panels and to further grow SABiosciences' Frederick site as a Center of Excellence in biological content development. The proximity to QIAGEN's North American headquarters in Maryland is expected to contribute to a rapid and smooth integration.
Until further notice, customers in the U.S. can continue to order PCR assay panels from SABiosciences' website at http://www.sabiosciences.com/, while customers based outside the U.S. can order from their local distributors.
In the November 9 announcement of the acquisition, QIAGEN said it expects the transaction:
- To add revenues of approximately US$24 million in sales for 2010. The growth rate on these US$24 million in revenues is expected above QIAGEN's average growth rate.
- To incur one-time charges of approximately US$0.02 in earnings per share (EPS) in the last quarter of 2009 which primarily relates to costs and expenses incurred in connection with the acquisition such as advisory fees as well as the write-off of certain assets.
- To be neutral to EPS in 2010 on an adjusted basis excluding one-time charges, integration and restructuring costs, and amortization of acquisition related intangible assets, and to be significantly accretive to adjusted EPS in 2011.
The transaction was valued at approximately US$90 million in cash subject to customary purchase price adjustments.
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 more than 3,400 people in over 30 locations worldwide. Further information about QIAGEN can be found at http://www.qiagen.com/.
SAFE HARBOR STATEMENT
Statements contained in this release that are not historical facts are forward-looking statements, including statements about our products, markets, strategy and operating results. Such statements are based on current expectations that involve risks and uncertainties including, but not limited to, those associated with: management of growth and international operations (including currency fluctuations and logistics), variability of our operating results, commercial development of our markets (including applied testing, clinical and academic research, proteomics, women's health/HPV testing, molecular diagnostics, personalized healthcare and companion diagnostics), our relationships with customers, suppliers and strategic partners, competition, changes in technology, fluctuations in demand, regulatory requirements, identifying, developing and producing integrated products differentiated from our competitors' products, market acceptance of our products, and integration of acquired technologies and businesses. For further information, refer to our filings with the SEC, including our latest Form 20-F. Information in this release is as of the date of the release, and we undertake no duty to update this information unless required by law.