QIAGEN provides status update on settlement mechanics of convertible notes
Notice to holders of the QIAGEN N.V. (the “Issuer”):
0.375% Senior Unsecured Convertible Notes due 2019 (the "2019 Notes") – ISIN XS1046477235
0.875% Senior Unsecured Convertible Notes due 2021 (the "2021 Notes") – ISIN XS1046477581
0.500% Senior Unsecured Convertible Notes due 2023 (the "2023 Notes") – ISIN XS1682511818
1.000% Senior Unsecured Convertible Notes due 2024 (the "2024 Notes") – ISIN XS1908221507
Collectively, the “Notes”
*Capitalized terms not otherwise defined in this notice shall have the meaning given to them in the respective Indentures of the Notes.
VENLO, the Netherlands, January 9, 2019 – QIAGEN N.V. (NYSE: QGEN; Frankfurt Prime Standard: QIA) hereby informs in response to queries from certain market participants, and following consultation with the Calculation Agent, holders of the following clarification with respect to the Notes:
When determining the Daily VWAP in respect of any of the 2019 Notes, the 2021 Notes, or the 2023 Notes, for so long as the Relevant Exchange is the New York Stock Exchange (NYSE), or until and unless the Calculation Agent determines otherwise in its sole discretion (in accordance with the definition of “Daily VWAP”), the Calculation Agent will observe the Daily VWAP on the Bloomberg page “QGEN US <equity> AQR”, using “09:30:00” (Local Time) as the start time input for the scheduled opening of trading and “16:00:00” (Local Time) as the end time. For the avoidance of doubt, (i) the Calculation Agent will also use these settings, in accordance with the Indenture, for the 2024 Notes, and (ii) the use of these time settings would normally be expected to result in the inclusion of the trades which occur in the opening auction, and the exclusion of trades which occur in the closing auction of the Common Stock on the New York Stock Exchange, consistent with the fact that the NASDAQ opening cross would have been included and the NASDAQ closing cross would have been excluded, had the same time settings been used (pursuant to the definition of “Daily VWAP”) whilst the Relevant Exchange was The NASDAQ Global Select Market (having been the Relevant Exchange at the date of issuance of the 2019 Notes, the 2021 Notes, and the 2023 Notes).
Certain statements contained in this press 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, launches, regulatory submissions, collaborations, markets, strategy, taxes or operating results, including without limitation its expected sales, adjusted net sales and adjusted diluted earnings per share 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 to customers in academia, pharma, applied testing and 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 and the integration of acquired technologies and businesses; and the other factors discussed under the heading “Risk Factors” contained in Item 3 of our most recent Annual Report on Form 20-F. 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).