QIAGEN Acquires ESE GmbH
Applications of newly added molecular detection technology include Point-of-Need testing in Molecular Diagnostics and Applied Testing
VENLO, The Netherlands, January 12, 2010 - QIAGEN N.V. (NASDAQ: QGEN; Frankfurt, Prime Standard: QIA) today announced that it has acquired ESE GmbH, a privately held developer and manufacturer of UV and fluorescence optical measurement devices. ESE is based in Stockach, Germany. The transaction is valued at up to US$19 million in cash.
ESE has pioneered the development and manufacturing of optical measurement systems for medical and industrial applications. The systems utilize unique, high-performance and award-winning fluorescence detection technologies integrated into compact modules. ESE's solutions are considered as an emerging standard for the detection of fluorescent signals in a wide range of molecular testing applications, most notably in nucleic acid-based point-of-need testing. In addition to portable solutions for point-of-need testing, these miniaturized, low-cost fluorescence detection modules can be integrated in laboratory instruments as well.
The systems' "ultra-fast time to result" and high portability open new opportunities in healthcare and applied testing (e.g. veterinary, food, environmental, biodefense testing), enabling low-throughput molecular testing in practices, emergency rooms, remote field areas, and other settings where a laboratory infrastructure is not accessible and fast turnaround is required. ESE's fluorescence detection systems can be battery operated, process up to eight samples at a time and even permit testing of samples for several parameters in a single run (multiplex testing). As the proprietary technology allows for the detection modules to be manufactured at very low cost, the complete solutions can sell for less than US$2,000 per unit - significantly below the price of other comparable testing systems.
QIAGEN has demonstrated that ESE's fluorescence detection systems can be used to measure signals generated by the Company's existing testing technologies, including the HDA and tHDA isothermal assay systems, which QIAGEN has licensed from BioHelix in 2008. These isothermal assay technologies are an integral part of QIAGEN's next generation screening platform QIAensemble. Therefore, assay development for the fluorescence detection systems can benefit from ongoing research activities for the QIAensemble platform.
QIAGEN has verified the ability of ESE's systems to run HDA-based assays for several pathogens including Salmonella and E.coli bacteria as well as Influenza viruses. Analysis can be performed directly on samples (i.e., from crude blood) or following an upfront sample preparation step integrated into the devices using QIAGEN's proven sample technologies. Depending on the target, such assays can generate results in between 5 and 15 minutes. This represents a key breakthrough allowing the platform to meet the most important requirement in point-of-need testing: ultra-fast time to result.
The transaction contributes to QIAGEN's strategy of expanding its technology leadership and of driving the dissemination of molecular sample and assay technologies into everyday life. It not only adds a novel detection platform to QIAGEN's portfolio of assay technologies, but also creates options for point-of-need test solutions in select markets. QIAGEN plans to develop and offer such solutions for a broad range of molecular diagnostic segments in Europe, Latin America and Asia. In the United States, QIAGEN intends to focus on select application fields such as acute care (emergency rooms, mobile testing) and critical care areas where rapid turnaround and/or portable solutions are required. These segments generally do not overlap with QIAGEN's current markets in the United States in terms of customers and assay menu. QIAGEN expects its first submissions for regulatory approval of corresponding assays to take place following the launch of clinical systems after 2011. In the developing world, QIAGEN sees a significant opportunity for the technology to expand its offering in infectious disease testing with point-of-need options. Together with PATH and the Bill & Melinda Gates Foundation, QIAGEN has already developed a version of its HPV test for public health programs in low-resource & developing countries that can be performed without electricity or running water and offers detection results within 2.5 hours.
Additionally, QIAGEN believes that there are several areas in applied testing which offer significant potential for point-of-need testing solutions. These include animal, food and environmental safety testing, where portability and the ability to be placed in diverse locations are key requirements perfectly addressed by the platform.
"We are excited about the addition of ESE's capabilities and technology portfolio. We believe it will considerably strengthen QIAGEN's portfolio of detection technologies and help us to better address the needs of our existing customers in a range of application fields. In addition, due to the unique features of ESE's technology, this transaction allows QIAGEN to synergistically apply our sample and assay technologies to the exciting, emerging point-of-need testing market segment ", said Peer Schatz, QIAGEN's CEO. "QIAGEN has always been driving the dissemination of molecular biology. With this new technology portfolio, we now have the opportunity to shape a new dimension for molecular testing", Mr Schatz continued.
"The deal is a great fit for us", said Klaus Haberstroh, founder and CEO of ESE GmbH. "With its leadership in molecular sample and assay technologies, QIAGEN is the ideal partner to capitalize on our development and engineering know-how and to take our technology to the next level".
QIAGEN will establish ESE's development and manufacturing site in Stockach as a Center of Excellence in Detection Development and intends to retain and expand the employee base.
QIAGEN anticipates the one-time charges in connection with this acquisition not to exceed US$500,000 in 2010. The transaction is expected to contribute approximately US$6 million in sales in 2010. On an adjusted basis excluding one-time charges, integration and restructuring costs, and amortization of acquisition related intangible assets, the acquisition is expected to be neutral to EPS in 2010.
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 biomolecules 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/.
ESE GmbH ESE GmbH is a high-tech enterprise focused on the developing and OEM manufacturing of innovative optical measurement devices for medical, environmental and industrial applications. The company is based in Stockach and employs a staff of 36. More information on www.ese-gmbh.de.
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: the technical performance of ESE's technology and the ability to integrate it with QIAGEN's existing products to produce ultra-fast point-of-need solutions, the anticipated market price of complete systems incorporating ESE's technology, the effect of the transaction on QIAGEN's revenues, EPS, net income and margins, 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.