QIAGEN N.V. (NYSE: QGEN; Frankfurt Prime Standard: QIA) announced that its shareholders today approved all agenda items at the Company’s Annual General Meeting related to the proposed voluntary public takeover offer for the acquisition of all ordinary shares in QIAGEN by Quebec B.V., a wholly-owned subsidiary of Thermo Fisher Scientific Inc. (NYSE: TMO) for EUR 39 per share in cash (the “Offer”).
These agenda items included the Back-End Resolution allowing Thermo Fisher to execute certain post offer measures to acquire 100% of the shares in QIAGEN N.V. or the entirety of its assets and operations, which is one of the conditions of the recommended Offer. The shareholders further approved the conditional (re)appointment of seven Supervisory Directors, effective from the Offer settlement date, and conditional amendments to QIAGEN’s Articles of Association.
A total of 62% of the issued share capital of QIAGEN were represented based on 228,467,464 shares entitled to vote at the meeting (excluding 2,361,798.33 shares held in treasury by QIAGEN and 46.34 fractional shares). As previously disclosed, due to the COVID-19 pandemic, this year’s Annual General Meeting was held as a virtual event in line with Dutch legislation.
QIAGEN’s Supervisory Board and Managing Board explained their views at the Annual General Meeting on the Offer and their unanimous recommendation for QIAGEN's shareholders to accept the Offer. QIAGEN executives stated at the meeting that the Boards continue to unanimously recommend the Offer and remain fully aware of their fiduciary duties toward QIAGEN and all of its stakeholders, including its shareholders.
As previously announced, QIAGEN intends to provide in the first half of July 2020 an overview of preliminary results for the second quarter and first half of 2020, along with perspectives on anticipated business trends for the third quarter of 2020. In addition, QIAGEN intends to update in the first half of July previously communicated expectations for growth trends for the full year and share incremental perspectives on the potential impact of the coronavirus pandemic on QIAGEN’s business. The release of full second quarter 2020 results remains planned for August 4, 2020.
The Offer acceptance period commenced on May 18, 2020, and is currently scheduled to end on July 27, 2020, 24:00 hours CEST (18:00 hours New York local time).
Among the annually recurring agenda items adopted by shareholders were the discharge of the Managing Board and Supervisory board for the performance of their duties in 2019, as well as the re-election of all Supervisory Board members: Dr. Håkan Björklund, Stéphane Bancel, Dr. Metin Colpan, Prof. Dr. Ross Levine, Prof. Dr. Elaine Mardis, Lawrence Rosen and Elizabeth Tallett. Additionally, Chief Executive Officer Thierry Bernard was elected as a Managing Director, and Chief Financial Officer Roland Sackers was re-elected as a Managing Director.
About QIAGEN
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) and Life Sciences (academia, pharma R&D and industrial applications, primarily forensics). As of March 31, 2020, QIAGEN employed approximately 5,100 people in over 35 locations worldwide. Further information can be found at http://www.qiagen.com.
Forward Looking Statement
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 the recommended offer by Thermo Fisher Scientific, Inc., the expected benefits related to the proposed transaction, and the Annual General Meeting of Shareholders 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; actions of governments, global or regional economic developments, weather or transportation delays, natural disasters, political or public health crises, or other force majeure events; as well as the possibility that expected benefits related to recent or pending acquisitions, including the pending acquisition by Thermo Fisher Scientific Inc., may not materialize as expected; 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).
Additional Information and Where to Find It
This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of QIAGEN or any other securities, nor is it a substitute for the tender offer materials that Thermo Fisher and/or its acquisition subsidiary has filed with the U.S. Securities and Exchange Commission (“SEC”) and published in Germany. The terms and conditions of the tender offer are published in, and the offer to purchase ordinary shares of QIAGEN is made only pursuant to, the offer document, the publication of which was permitted by German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), and related offer materials prepared by Thermo Fisher and/or its acquisition subsidiary. The offer document for the tender offer containing the detailed terms and conditions of, and other information relating to, the tender offer is, among other things, published on the internet, in English and in German, at https://corporate.qiagen.com/investor-relations/thermo-offer-en and https://corporate.qiagen.com/investor-relations/thermo-offer-DE, respectively.
Acceptance of the tender offer by shareholders that are resident outside of the member states of the European Union and the European Economic Area and the United States may be subject to further legal requirements. With respect to the acceptance of the tender offer outside of the member states of the European Union and the European Economic Area and the United States, no responsibility is assumed for the compliance with such legal requirements applicable in the respective jurisdiction.
THE TENDER OFFER MATERIALS (INCLUDING THE OFFER DOCUMENT, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND QIAGEN’S SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS THEY MAY BE AMENDED FROM TIME TO TIME, AS WELL AS QIAGEN’S RECOMMENDATION STATEMENT PURSUANT TO SEC. 27 OF THE GERMAN SECURITIES ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND ÜBERNAHMEGESETZ-WPÜG) AND POSITION STATEMENT (GEMOTIVEERDE STANDPUNTBEPALING) PURSUANT TO SECTION 18 AND APPENDIX G OF THE DUTCH DECREE ON PUBLIC TAKEOVERS (BESLUIT OPENBARE BIEDINGEN) CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF QIAGEN ARE URGED TO READ THESE DOCUMENTS CAREFULLY BECAUSE THEY, AND NOT THIS DOCUMENT, GOVERN THE TERMS AND CONDITIONS OF THE TENDER OFFER, AND BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR ORDINARY SHARES.
The tender offer materials, including the offer document and the related letter of transmittal and certain other tender offer documents, and the solicitation/recommendation statement and other documents filed with the SEC by Thermo Fisher or QIAGEN, may be obtained free of charge at the SEC’s website at www.sec.gov or at QIAGEN’s website at www.qiagen.com or by contacting QIAGEN’s investor relations department at 240-686-2222 or at Thermo Fisher’s website at www.thermofisher.com or by contacting Thermo Fisher’s investor relations department at 781-622-1111. In addition, Thermo Fisher’s tender offer statement and other documents it files with the SEC are available at https://ir.thermofisher.com/investors. Furthermore, copies of the offer document are also available free of charge by contacting D.F. King & Co., Inc., Thermo Fisher’s information agent for the tender offer.
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