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Thermo Fish­er Sci­entif­ic to Acquire QIA­GEN N.V.

03.03.2020
Thermo Fish­er Sci­entif­ic Inc. (NYSE: TMO), the world lead­er in serving sci­ence, and QIA­GEN N.V. (NYSE: QGEN; Frank­furt Prime Stand­ard: QIA), a lead­ing glob­al pro­vider of molecu­lar dia­gnostics and sample pre­par­a­tion tech­no­lo­gies, today announced that their boards of dir­ect­ors, as well as the man­aging board of QIA­GEN N.V., have unan­im­ously approved Thermo Fisher’s pro­pos­al to acquire QIA­GEN for €39 per share in cash. The offer price rep­res­ents a premi­um of approx­im­ately 23% to the clos­ing price of QIAGEN’s com­mon stock on the Frank­furt Prime Stand­ard on March 2, 2020, the last trad­ing day pri­or to the announce­ment of the trans­ac­tion. Thermo Fish­er will com­mence a tender offer to acquire all of the ordin­ary shares of QIA­GEN. The trans­ac­tion val­ues QIA­GEN at approx­im­ately $11.5 bil­lion at cur­rent exchange rates, which includes the assump­tion of approx­im­ately $1.4 bil­lion of net debt. ​“We are excited to bring togeth­er our com­ple­ment­ary offer­ings to advance our cus­tom­ers’ import­ant work, from dis­cov­ery to dia­gnostics,” said Marc N. Casper, chair­man, pres­id­ent and chief exec­ut­ive officer of Thermo Fish­er Sci­entif­ic. ​“This acquis­i­tion provides us with the oppor­tun­ity to lever­age our industry-lead­ing cap­ab­il­it­ies and R&D expert­ise to accel­er­ate innov­a­tion and address emer­ging health­care needs. For share­hold­ers, we expect the trans­ac­tion to be imme­di­ately accret­ive and to gen­er­ate sig­ni­fic­ant cost and rev­en­ue syn­er­gies.” QIA­GEN is a lead­ing pro­vider of life sci­ence and molecu­lar dia­gnost­ic solu­tions and employs approx­im­ately 5,100 people at 35 loc­a­tions in more than 25 coun­tries. The com­pany gen­er­ated 2019 rev­en­ue of $1.53 bil­lion. Its sample pre­par­a­tion tech­no­lo­gies are used to extract, isol­ate and puri­fy DNA, RNA and pro­teins from a wide range of bio­lo­gic­al samples. The company’s assay tech­no­lo­gies are then used to amp­li­fy and enrich these bio­molecules to make them read­ily access­ible for ana­lys­is. In addi­tion, QIAGEN’s instru­ments can be used to auto­mate these work­flows, while its bioin­form­at­ics sys­tems provide cus­tom­ers with rel­ev­ant, action­able insights. ​“Our vis­ion at QIA­GEN has always been to make improve­ments in life pos­sible with our dif­fer­en­ti­ated Sample to Insight molecu­lar test­ing solu­tions,” said Thi­erry Bern­ard, inter­im chief exec­ut­ive officer of QIA­GEN N.V. and seni­or vice pres­id­ent, head of the molecu­lar dia­gnostics busi­ness area. ​“This stra­tegic step with Thermo Fish­er will enable us to enter a prom­ising new era and will give our employ­ees the oppor­tun­ity to have an even great­er impact. The com­bin­a­tion is designed to deliv­er sig­ni­fic­ant cash value to our share­hold­ers, while enabling us to accel­er­ate the expan­sion of our solu­tions to provide cus­tom­ers world­wide with break­throughs that advance our know­ledge about the sci­ence of life and improve health out­comes.” Casper con­cluded, ​“We look for­ward to wel­com­ing QIAGEN’s employ­ees to Thermo Fish­er and are excited about the new oppor­tun­it­ies we’ll have to advance pre­ci­sion medi­cine through new molecu­lar dia­gnostics and improved life sci­ences work­flows.”

Bene­fits of the Transaction

Expands Spe­cialty Dia­gnostics Port­fo­lio with Attract­ive Molecu­lar Dia­gnostics Cap­ab­il­it­ies, Includ­ing Infec­tious Dis­ease Testing.

Thermo Fish­er has built lead­ing spe­cialty dia­gnostics cap­ab­il­it­ies, includ­ing allergy and autoim­munity, trans­plant dia­gnostics and clin­ic­al onco­logy test­ing. QIA­GEN has a strong pres­ence in molecu­lar dia­gnostics with a product port­fo­lio focused on infec­tious dis­ease and oth­er growth oppor­tun­it­ies. The com­bined com­pany will accel­er­ate the devel­op­ment of high­er-spe­cificity, faster and more com­pre­hens­ive tests that may improve patient out­comes and reduce the cost of care.

Com­ple­ment­ary Offer­ing Enhances Unique Value Pro­pos­i­tion for Life Sci­ences Cus­tom­ers.

For life sci­ences research­ers, QIAGEN’s innov­at­ive sample pre­par­a­tion, assay and bioin­form­at­ics tech­no­lo­gies are com­ple­ment­ary to Thermo Fisher’s genet­ic ana­lys­is and bios­ciences cap­ab­il­it­ies. As an example, with an expan­ded port­fo­lio, Thermo Fish­er will be able to provide research cus­tom­ers with broad­er cap­ab­il­it­ies to accel­er­ate dis­cov­ery and enable sci­entif­ic break­throughs.

Com­mer­cial and Geo­graph­ic Reach Expand Cus­tom­er Access.

Thermo Fish­er will be able to lever­age its extens­ive com­mer­cial reach, includ­ing its Fish­er Sci­entif­ic cus­tom­er chan­nels and com­pre­hens­ive e‑commerce plat­forms, to expand cus­tom­er access to QIAGEN’s product port­fo­lio. Fur­ther­more, giv­en Thermo Fisher’s lead­ing pres­ence in high-growth and emer­ging mar­kets, QIA­GEN will be able to fur­ther pen­et­rate these regions.

Deliv­ers Attract­ive Fin­an­cial Bene­fits through the PPI Busi­ness Sys­tem, Includ­ing Proven Integ­ra­tion Approach.

The trans­ac­tion is expec­ted to be imme­di­ately accret­ive to Thermo Fisher’s adjus­ted EPS after close. Thermo Fish­er expects to real­ize total syn­er­gies of $200 mil­lion by year three fol­low­ing the close, con­sist­ing of $150 mil­lion of cost syn­er­gies and $50 mil­lion of adjus­ted oper­at­ing income bene­fit from rev­en­ue syn­er­gies.

Fin­an­cing and Approvals

The trans­ac­tion, which is expec­ted to be com­pleted in the first half of 2021, is sub­ject to the sat­is­fac­tion of cus­tom­ary clos­ing con­di­tions, includ­ing the receipt of applic­able reg­u­lat­ory approvals, the adop­tion of cer­tain res­ol­u­tions relat­ing to the trans­ac­tion at an Extraordin­ary Gen­er­al Meet­ing of QIAGEN’s share­hold­ers, and com­ple­tion of the tender offer. Thermo Fish­er has obtained com­mit­ted bridge fin­an­cing. Per­man­ent fund­ing is expec­ted to come from cash on hand and the issu­ance of new debt. The trans­ac­tion is not sub­ject to any fin­an­cing con­di­tion. Source: QIA­GEN, Press release, 03.03.2020
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