QIAGEN Reaches Agreement To Buy 61% Stake In Ipsogen, Plans To Fully Acquire Leader In Oncology Molecular Diagnostics

QIAGEN Reaches Agreement To Buy 61% Stake In Ipsogen, Plans To Fully Acquire Leader In Oncology Molecular Diagnostics

PR Newswire

VENLO, the Netherlands, July 8, 2011 /PRNewswire/ —

  • Binding agreement based on terms of QIAGENs
    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 Ipsogens assays have significant
    potential as companion diagnostics to help select and guide
    treatment decisions in personalized healthcare
  • Addition of Ipsogen will strengthen QIAGENs
    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 St phane 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 Autorit des March s 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.

About QIAGEN

QIAGEN N.V., a Netherlands holding company, is the
leading global provider of sample and assay technologies.
Sample technologies are used to isolate and process DNA, RNA
and proteins from biological samples such as blood or
tissue. Assay technologies are used to make such isolated
bio-molecules visible. QIAGEN has developed and markets more than
500 sample and assay products as well as automated solutions for
such consumables. The company provides its products to
molecular diagnostics laboratories, academic researchers,
pharmaceutical and biotechnology companies, and applied
testing customers for purposes such as forensics, animal
or food testing and pharmaceutical process control. QIAGEN’s
assay technologies include one of the broadest panels of molecular
diagnostic tests available worldwide. This panel includes the
digene HPV Test, which is regarded as a “gold standard” in testing
for high-risk types of human papillomavirus (HPV), the primary
cause of cervical cancer, as well as a broad suite of solutions for
infectious disease testing and companion diagnostics. QIAGEN
employs nearly 3,600 people in over 30 locations worldwide. Further
information about QIAGEN can be found at http://www.qiagen.com/.

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).

Contacts:

Investor Relations
John Gilardi
+49-2103-29-11711
Dr. Solveigh Mähler
+49-2103-29-11710
Albert F. Fleury
+1-301-944-7028
e-mail: ir@qiagen.com

Public Relations

Dr. Thomas Theuringer
+49-2103-29-11826
+1-240-686-7425
e-mail: pr@qiagen.com

SOURCE Qiagen N V

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