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QIAGEN reaches agreement to buy 61% stake in Ipsogen, plans to fully acquire leader in oncology molecular diagnosticsVenlo, the Netherlands, )
- Binding agreement based on terms of QIAGEN's offer in June 2011 to acquire initial stake in Ipsogen S.A. and then make tender offer for full acquisition
- Ipsogen has a competitive portfolio in hematologic (blood) cancer testing with assays covering 15 biomarkers for patient profiling and monitoring
- Many of Ipsogen's assays have significant potential as companion diagnostics to help select and guide treatment decisions in personalized healthcare
- Addition of Ipsogen will strengthen QIAGEN's leadership in molecular diagnostics, significantly expanding its profiling and personalized healthcare portfolios
QIAGEN N.V. (NASDAQ: QGEN; Frankfurt, Prime Standard: QIA) today announced it has entered into binding agreements with a group of major shareholders of Ipsogen S.A. (Alternext: ALIPS) to purchase approximately 61% of the global leader in molecular profiling and personalized healthcare diagnostics for a broad range of applications in the field of hematology.
The agreement follows a public announcement on June 15, 2011, when QIAGEN announced it was in exclusive negotiations to purchase an initial stake in Ipsogen from these shareholders for €12.90 per share. QIAGEN announced at that time it would subsequently initiate a public tender offer for the remaining shares at the same price if the offer was accepted. The agreements announced today between QIAGEN and the group of major shareholders of Ipsogen S.A. are made under the terms of this initial announcement.
The acquisition of Ipsogen, a publicly listed company founded in 1999 and based in Marseilles, France, will provide QIAGEN access to a broad range of assays covering 15 biomarkers used worldwide for the diagnosis, prognosis and monitoring of patients with various blood cancers. Many of these assays also are used as companion diagnostics in personalized healthcare to make and guide treatment decisions.
Almost all of Ipsogen's assays have CE-IVD Marking in Europe and have been developed for use on QIAGEN's Rotor-Gene Q real-time PCR system. This will enable the smooth and rapid transfer of these unique products onto QIAGEN's QIAsymphony RGQ, a novel integrated sample-to-result laboratory automation platform that includes the Rotor-Gene Q system.
On July 8, 2011, the board of directors of Ipsogen voted in favor of QIAGEN's offer and gave a favorable preliminary opinion on the subsequent public tender offer, subject to review of the final draft offer prospectus and the final report of the independent expert appointed by the independent members of the Ipsogen board of directors.
The Works Council of Ipsogen has also given a favorable opinion on the transaction.
As a result of these decisions, QIAGEN entered into a binding agreement on July 8, 2011, with Ipsogen co-founders Vincent Fert and Stéphane Debono, Ipsogen board member Kevin Rakin, Amundi Asset Management and Matignon Investissement relating to the unconditional purchase of their respective Ipsogen shares, which together amount to approximately 47% of the company's share capital. QIAGEN also has entered into agreements with other shareholders to purchase approximately additional 14% of Ipsogen's share capital, which will allow QIAGEN to exceed the threshold of 50% of Ipsogen share capital.
QIAGEN expects to complete these transactions to acquire this Ipsogen stake of approximately 61% on or about July 12, 2011. Upon completion of this step, Ipsogen would become a fully consolidated subsidiary of QIAGEN.
Following completion of these transactions, the composition of the Ipsogen board of directors will be changed. Gilles Alberici and Kevin Rakin, as well as representatives of Amundi and Matignon, will resign from their positions as directors of Ipsogen and will be replaced by Roland Sackers, Chief Financial Officer of QIAGEN N.V., Dr. Philipp von Hugo, Senior Director and Head of Legal Affairs at QIAGEN, and Olivier Diaz, Attorney at law. Peer M. Schatz, Chief Executive Officer of QIAGEN N.V., will be appointed non-executive Chairman of Ipsogen.
As previously announced and pursuant to applicable regulations, QIAGEN intends to file with the Autorité des Marchés Financiers (AMF) a draft offer prospectus for a tender offer on all Ipsogen shares not held by QIAGEN at a price of €12.90 per share. As a result of the threshold of 50% of the share capital has been crossed, this tender offer will be subject to a conformity decision by the AMF. QIAGEN reserves its right, should the offer allow it to reach 95% of the share capital of Ipsogen, to request the mandatory buyout of minority shareholders at the same price.
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. These forward-looking statements, which may include, but are not limited to, statements concerning the financial condition, results of operations and businesses of QIAGEN and Ipsogen and the benefits expected to result from the contemplated transaction, are based on management's current expectations and estimates and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. Factors that could cause or contribute to such differences may include, but are not limited to, the risk that the conditions relating to the required approvals and clearances might not be satisfied in a timely manner or at all, risks relating to the integration of the technologies and businesses of QIAGEN and Ipsogen, unanticipated expenditures, changing relationships with customers, suppliers and strategic partners, failure to achieve anticipated growth in sales, conditions of the economy and other factors described in QIAGEN's most recent reports on Form 20-F, Form 6-K and other periodic reports For further information, refer to the discussions in these reports that QIAGEN has filed with, or furnished to, the U.S. Securities and Exchange Commission (SEC).
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