QIAGEN extends tender offer period for acquisition of Exiqon A/S
Offer for DKK 18 per share remains valid until 2 June 2016
Venlo, The Netherlands, May 19, 2016 – QIAGEN N.V. (NASDAQ: QGEN; Frankfurt Prime Standard: QIA) today announced the extension of the offer period for the acquisition of Exiqon A/S, a world leader in RNA technology. On 18 April 2016, QIAGEN had published a conditional, voluntary public tender offer for the shares in Exiqon, in which the shareholders of Exiqon were offered a cash amount of DKK 18 for each share they held in Exiqon. In accordance with the Offer, the Offer Period expired yesterday on 18 May 2016 at 23.59 (CET).
QIAGEN N.V. has in total received acceptances from shareholders in Exiqon A/S representing 81.37 % of the share capital and voting rights in Exiqon A/S. In accordance with the conditions of the Offer and section 9 of the Danish Takeover Order no. 562 of 2 June 2014, QIAGEN N.V. has decided to extend the Offer Period as set out in the Offer. Consequently, the Offer is valid as of 19 April 2016 and expires on 2 June 2016 at 23:59 (CET).
"We are confident that not only Exiqon’s board of directors and the largest shareholders appreciate our compelling and fair offer, but also all other shareholders”, commented Peer Schatz, CEO of QIAGEN N.V. “ We realize that some shareholders may need more time to review the offer. We trust that in the end they will recognise that the offer values the company appropriately, and that we will reach the 90% acceptance rate necessary to complete the transaction.”
Unless the Offer is once more extended, QIAGEN N.V. will announce the preliminary result of the Offer through the Danish FSA, NASDAQ Copenhagen and through electronic media no later than eighteen hours after expiry of the Offer Period, i.e. on 3 June 2016. The Offeror will announce the final result of the Offer on or before 6 June 2016, which is three days after the completion of the Offer.
Special information for United States residents
The Offer is subject to the laws of Denmark. The Offer relates to the securities of a Danish company and is subject to the disclosure requirements applicable under Danish law, which may be different in material respects from those applicable in the United States. The Offer is being made in the United States in compliance with Section 14(e) of, and Regulation 14E promulgated under, the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and otherwise in accordance with the requirements of Danish law. The Offer is not subject to Section 14(d)(1) of, or Regulation 14D promulgated under, the Exchange Act, and is made in reliance on the exemption provided by Rule 14d-1(d) thereunder.
QIAGEN N.V., a Netherlands-based holding company, is the leading global provider of Sample to Insight solutions that enable customers to gain valuable molecular insights from samples containing the building blocks of life. Our sample technologies isolate and process DNA, RNA and proteins from blood, tissue and other materials. Assay technologies make these biomolecules visible and ready for analysis. Bioinformatics software and knowledge bases interpret data to report relevant, actionable insights. Automation solutions tie these together in seamless and cost-effective workflows. QIAGEN provides solutions to more than 500,000 customers around the world in Molecular Diagnostics (human healthcare), Applied Testing (forensics, veterinary testing and food safety), Pharma (pharma and biotech companies) and Academia (life sciences research). As of March 31, 2016, QIAGEN employed approximately 4,600 people in over 35 locations worldwide. Further information can be found at http://www.qiagen.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, including without limitation its expected operating results, are forward-looking, such statements are based on current expectations and assumptions 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, regulatory processes and dependence on logistics), variability of operating results and allocations between customer classes, the commercial development of markets for our products in applied testing, personalized healthcare, clinical research, proteomics, women's health/HPV testing and nucleic acid-based molecular diagnostics; changing relationships with customers, suppliers and strategic partners; competition; rapid or unexpected changes in technologies; fluctuations in demand for QIAGEN's products (including fluctuations due to general economic conditions, the level and timing of customers' funding, budgets and other factors); our ability to obtain regulatory approval of our products; 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 and protect our products from competitors' products; market acceptance of QIAGEN's new products, the consummation of acquisitions, and the integration of acquired technologies and businesses. For further information, please refer to the discussions in reports that QIAGEN has filed with, or furnished to, the U.S. Securities and Exchange Commission (SEC).