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– Expands specialty affection portfolio with adorable atomic affection capabilities, including communicable ache testing
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– Complements arch activity sciences alms with avant-garde sample preparation, appraisal and bioinformatics technologies
– Creates cogent amount and is accustomed to be anon accretive to adapted balance per allotment afterwards close
WALTHAM, Massachusetts and VENLO, Netherlands, March 3, 2020 /PRNewswire/ — Thermo Fisher Accurate Inc. (NYSE: TMO), the apple baton in confined science, and QIAGEN N.V. (NYSE: QGEN; Frankfurt Prime Standard: QIA), a arch all-around provider of atomic affection and sample alertness technologies, today appear that their boards of directors, as able-bodied as the managing lath of QIAGEN N.V., accept absolutely accustomed Thermo Fisher’s angle to admission QIAGEN for €39 per allotment in cash. The action amount represents a exceptional of about 23% to the closing amount of QIAGEN’s accustomed banal on the Frankfurt Prime Standard on March 2, 2020, the aftermost trading day above-mentioned to the advertisement of the transaction. Thermo Fisher will arise a breakable action to admission all of the accustomed shares of QIAGEN.
The transaction ethics QIAGEN at about $11.5 billion at accustomed barter rates, which includes the accepting of about $1.4 billion of net debt.
“We are aflame to accompany calm our commutual offerings to beforehand our customers’ important work, from appraisal to diagnostics,” said Marc N. Casper, chairman, admiral and arch controlling administrator of Thermo Fisher Scientific. “This accretion provides us with the befalling to advantage our industry-leading capabilities and R&D ability to beforehand accession and abode arising healthcare needs. For shareholders, we apprehend the transaction to be anon accretive and to accomplish cogent amount and acquirement synergies.”
QIAGEN is a arch provider of activity science and atomic analytic solutions and employs about 5,100 bodies at 35 locations in added than 25 countries. The aggregation generated 2019 acquirement of $1.53 billion. Its sample alertness technologies are acclimated to extract, abstract and absolve DNA, RNA and proteins from a advanced ambit of biological samples. The company’s appraisal technologies are afresh acclimated to amplify and adorn these biomolecules to accomplish them readily attainable for analysis. In addition, QIAGEN’s instruments can be acclimated to automate these workflows, while its bioinformatics systems accommodate barter with relevant, actionable insights.
“Our eyes at QIAGEN has consistently been to accomplish improvements in activity accessible with our differentiated Sample to Insight atomic testing solutions,” said Thierry Bernard, acting arch controlling administrator of QIAGEN N.V. and chief carnality president, arch of the atomic affection business area. “This cardinal footfall with Thermo Fisher will accredit us to admission a able new era and will accord our advisers the befalling to accept an alike greater impact. The aggregate is advised to bear cogent banknote amount to our shareholders, while enabling us to beforehand the amplification of our solutions to accommodate barter common with breakthroughs that beforehand our ability about the science of activity and beforehand bloom outcomes.”
Casper concluded, “We attending advanced to affable QIAGEN’s advisers to Thermo Fisher and are aflame about the new opportunities we’ll accept to beforehand attention anesthetic through new atomic affection and bigger activity sciences workflows.”
Benefits of the Transaction
Expands Specialty Affection Portfolio with Adorable Atomic Affection Capabilities, Including Communicable Ache Testing. Thermo Fisher has congenital arch specialty affection capabilities, including abhorrence and autoimmunity, displace affection and analytic oncology testing. QIAGEN has a able attendance in atomic affection with a artefact portfolio focused on communicable ache and added advance opportunities. The accumulated aggregation will beforehand the development of higher-specificity, faster and added absolute tests that may beforehand accommodating outcomes and abate the amount of care.
Complementary Alms Enhances Unique Amount Proposition for Activity Sciences Customers. For activity sciences researchers, QIAGEN’s avant-garde sample preparation, appraisal and bioinformatics technologies are commutual to Thermo Fisher’s abiogenetic appraisal and biosciences capabilities. As an example, with an broadcast portfolio, Thermo Fisher will be able to accommodate assay barter with broader capabilities to beforehand appraisal and accredit accurate breakthroughs.
Commercial and Geographic Ability Aggrandize Chump Access. Thermo Fisher will be able to advantage its all-encompassing bartering reach, including its Fisher Accurate chump channels and absolute e-commerce platforms, to aggrandize chump admission to QIAGEN’s artefact portfolio. Furthermore, accustomed Thermo Fisher’s arch attendance in high-growth and arising markets, QIAGEN will be able to added access these regions.
Delivers Adorable Banking Allowances through the PPI Business System, Including Proven Affiliation Approach. The transaction is accustomed to be anon accretive to Thermo Fisher’s adapted EPS afterwards close. Thermo Fisher expects to apprehend absolute synergies of $200 actor by year three afterward the close, consisting of $150 actor of amount synergies and $50 actor of adapted operating income1 account from acquirement synergies.
Financing and Approvals
The transaction, which is accustomed to be completed in the aboriginal bisected of 2021, is accountable to the achievement of accustomed closing conditions, including the cancellation of applicative authoritative approvals, the accepting of assertive resolutions apropos to the transaction at an Extraordinary Accepted Meeting of QIAGEN’s shareholders, and achievement of the breakable offer.
Thermo Fisher has acquired committed arch financing. Permanent allotment is accustomed to appear from banknote on duke and the arising of new debt. The transaction is not accountable to any costs condition.
J.P. Morgan Balance LLC and Morgan Stanley & Co. LLC are confined as banking admiral to Thermo Fisher, and Wachtell, Lipton, Rosen & Katz is confined as acknowledged counsel. For QIAGEN, Goldman Sachs International is confined as advance banking adviser and Barclays Bank PLC is confined as banking advisor, while De Brauw Blackstone Westbroek NV, Linklaters LLP and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C. are confined as acknowledged counsel.
Conference Alarm and Webcast
Thermo Fisher will host a appointment alarm and webcast at 8:30 a.m. Eastern Time today to accommodate added advice on this announcement. The webcast and accompanying slides can be accessed in the Investors area of www.thermofisher.com. An audio annal of the alarm will be accessible in that area of the website until March 17, 2020.
Conference Alarm Dial-In: Domestic: (877) 680-7924International: (647) 689-5468Conference ID: 5953988
Replay Dial-In: Dial-In: (800) 585-8367 or (416) 621-4642Conference ID: 5953988
Use of Non-GAAP Banking Measures
In accession to the banking measures able in accordance with about accustomed accounting attempt (GAAP), Thermo Fisher uses assertive non-GAAP banking measures, including adapted EPS and adapted operating income, which exclude assertive acquisition-related costs, including accuse for the auction of inventories revalued at the date of accretion and cogent transaction costs; restructuring and added costs/income; and acquittal of acquisition-related abstract assets. Adapted EPS additionally excludes assertive added assets and losses that are either abandoned or cannot be accustomed to action afresh with any regularity or predictability, tax provisions/benefits accompanying to the antecedent items, allowances from tax acclaim carryforwards, the appulse of cogent tax audits or contest and the after-effects of discontinued operations. Thermo Fisher excludes the aloft items because they are alfresco of the company’s accustomed operations and/or, in assertive cases, are difficult to anticipation accurately for approaching periods. Thermo Fisher believes that the use of non-GAAP measures helps investors to accretion a bigger compassionate of the company’s amount operating after-effects and approaching prospects, constant with how administration measures and forecasts the company’s performance, abnormally back comparing such after-effects to antecedent periods or forecasts.
About Thermo Fisher
Thermo Fisher Accurate Inc. (NYSE: TMO) is the apple baton in confined science, with anniversary acquirement beyond $25 billion. Our Mission is to accredit our barter to accomplish the apple healthier, cleaner and safer. Whether our barter are accelerating activity sciences research, analytic circuitous analytic challenges, convalescent accommodating affection and therapies or accretion abundance in their laboratories, we are actuality to abutment them. Our all-around aggregation of added than 75,000 colleagues delivers an incomparable aggregate of avant-garde technologies, purchasing accessibility and biologic casework through our industry-leading brands, including Thermo Scientific, Applied Biosystems, Invitrogen, Fisher Scientific, Unity Lab Casework and Patheon. For added information, amuse appointment www.thermofisher.com.
QIAGEN N.V., a Netherlands-based captivation company, is the arch all-around provider of Sample to Insight solutions that accredit barter to accretion admired atomic insights from samples absolute the architecture blocks of life. Our sample technologies abstract and action DNA, RNA and proteins from blood, tissue and added materials. Appraisal technologies accomplish these biomolecules arresting and accessible for analysis. Bioinformatics software and ability bases acclimate abstracts to address relevant, actionable insights. Automation solutions tie these calm in seamless and cost-effective workflows. QIAGEN provides solutions to added than 500,000 barter about the apple in Atomic Affection (human healthcare) and Activity Sciences (academia, pharma R&D and automated applications, primarily forensics). As of December 31, 2019, QIAGEN active about 5,100 bodies in over 35 locations worldwide. Added advice can be begin at http://www.qiagen.com.
This advice contains advanced statements that absorb a cardinal of risks and uncertainties. Words such as “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” and agnate expressions are advised to analyze advanced statements, but added statements that are not absolute facts may additionally be accounted to be advanced statements. Important factors that could account absolute after-effects to alter materially from those adumbrated by advanced statements accommodate risks and uncertainties apropos to: the allegation to advance new articles and acclimate to cogent abstruse change; accomplishing of strategies for convalescent growth; accepted bread-and-butter altitude and accompanying uncertainties, including the appulse of accessible bloom epidemics; assurance on customers’ basic spending behavior and government allotment policies; the aftereffect of bread-and-butter and political altitude and barter amount fluctuations; use and aegis of bookish property; the aftereffect of changes in authoritative regulations; and the aftereffect of laws and regulations administering government contracts, as able-bodied as the achievability that accustomed allowances accompanying to contempo or awaiting acquisitions, including the proposed transaction, may not actualize as expected; the proposed transaction not actuality appropriate completed, if completed at all; authoritative approvals appropriate for the transaction not actuality appropriate obtained, if acquired at all, or actuality acquired accountable to conditions; above-mentioned to the achievement of the transaction, QIAGEN’s business experiencing disruptions due to transaction-related ambiguity or added factors authoritative it added difficult to advance relationships with employees, customers, licensees, added business ally or authoritative entities; adversity application key employees; the aftereffect of any acknowledged affairs accompanying to the proposed transaction; and the parties actuality clumsy to auspiciously apparatus affiliation strategies or to accomplish accustomed synergies and operating efficiencies aural the accustomed time-frames or at all. Additional important factors that could account absolute after-effects to alter materially from those adumbrated by such advanced statements are set alternating in Thermo Fisher’s Anniversary Address on Form 10-K for the year concluded December 31, 2019, which is on book with the U.S. Balance and Barter Commission (“SEC”) and accessible in the “Investors” area of Thermo Fisher’s website, ir.thermofisher.com, beneath the branch “SEC Filings,” and in any consecutive Quarterly Reports on Form 10-Q and added abstracts Thermo Fisher files with the SEC, and in QIAGEN’s Anniversary Address on Form 20-F for the year concluded December 31, 2019, which is on book with the SEC and accessible in the “Investor Relations” area of QIAGEN’s website, corporate.qiagen.com/investor-relations, beneath the branch “Financial Reports,” and in any consecutive Quarterly Reports on Form 6-K and added abstracts QIAGEN files or furnishes with the SEC. While Thermo Fisher or QIAGEN may accept to amend advanced statements at some point in the future, Thermo Fisher and QIAGEN accurately abandon any obligation to do so, alike if estimates change and, therefore, you should not await on these advanced statements as apery either Thermo Fisher’s or QIAGEN’s angle as of any date consecutive to today.
Additional Advice and Where to Find it
The breakable action referenced herein has not yet commenced. This advice is for advisory purposes alone and is neither an action to acquirement nor a address of an action to advertise any accustomed shares of QIAGEN or any added securities, nor is it a acting for the breakable action abstracts that Thermo Fisher or its accretion accessory will book with the SEC and broadcast in Germany. The agreement and altitude of the breakable action will be appear in, and the action to acquirement accustomed shares of QIAGEN will be fabricated alone pursuant to, the action certificate and accompanying action abstracts able by Thermo Fisher and its accretion accessory and as accustomed by the German Federal Banking Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”). Once the all-important permission from BaFin has been obtained, the action certificate and accompanying action abstracts will be appear in Germany and additionally filed with the SEC in a breakable action account on Schedule TO at the time the breakable action is commenced. QIAGEN intends to book a solicitation/recommendation account on Schedule 14D-9 with the SEC with account to the breakable offer; in addition, QIAGEN will broadcast a certificate accumulation the advocacy account pursuant to Sec. 27 of the German Balance Accretion and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) and the position account (gemotiveerde standpuntbepaling) pursuant to Area 18 and addendum G of the Dutch Decree on Accessible Takeovers (Besluit Openbare Biedingen). The action certificate for the breakable action (in German and in English) absolute the abundant agreement and altitude of, and added advice apropos to, the breakable action will, amid added things, be appear on the internet at https://corporate.thermofisher.com/en/offer.html.
Acceptance of the breakable action by shareholders that are citizen alfresco Germany and the United States may be accountable to added acknowledged requirements. With account to the accepting of the breakable action alfresco Germany and the United States, no albatross is affected for the acquiescence with such acknowledged requirements applicative in the corresponding jurisdiction.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE 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 WPÜG AND position account (gemotiveerde standpuntbepaling) pursuant to Area 18 and addendum G of the Dutch Decree on Accessible Takeovers (Besluit Openbare Biedingen) WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF QIAGEN ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY, AND NOT THIS DOCUMENT, WILL GOVERN THE TERMS AND CONDITIONS OF THE TENDER OFFER, AND BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR ORDINARY SHARES.
The breakable action materials, including the action to acquirement and the accompanying letter of assignment and assertive added breakable action documents, and the solicitation/recommendation account (when they become available) and added abstracts filed with the SEC by Thermo Fisher or QIAGEN, may be acquired chargeless of allegation at the SEC’s website at www.sec.gov or at QIAGEN’s website at www.qiagen.com or by contacting QIAGEN’s broker relations administration at 240-686-2222 or at Thermo Fisher’s website at www.thermofisher.com or by contacting Thermo Fisher’s broker relations administration at 781-622-1111. In addition, Thermo Fisher’s breakable action account and added abstracts it will book with the SEC will be accessible at https://ir.thermofisher.com/investors. Furthermore, copies of the action certificate will additionally be accessible chargeless of allegation at the advice abettor to be articular in the action document.
1 Adapted balance per allotment and adapted operating assets are non-GAAP measures that exclude assertive items abundant after in this columnist absolution beneath the branch “Use of Non-GAAP Banking Measures.”
Thermo Fisher Media Contact Information: Karen KirkwoodPhone: 781-622-1306 E-mail: [email protected] Website: www.thermofisher.com
QIAGEN Media Contact Information: Dr. Thomas TheuringerPhone: 49 2103 29 11826 E-mail: [email protected] Website: www.QIAGEN.com
Thermo Fisher Broker Contact Information: Ken ApicernoPhone: 781-622-1294 E-mail: [email protected]
QIAGEN Broker Contact Information: John GilardiPhone: 49 2103 29 11711 E-mail: [email protected]
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