WALTHAM, Mass., May 18, 2020 /PRNewswire/ -- Thermo Fisher
Scientific Inc. (NYSE: TMO), the world leader in serving science,
today published the offer document (the "Offer Document") for its
voluntary tender offer (the "Tender Offer") for all of
the ordinary shares of QIAGEN N.V. (NYSE: QGEN; Frankfurt Prime
Standard: QIA) at an offer price of €39 per share in cash,
following approval of the publication by the German Federal
Financial Supervisory Authority.
The period for acceptance of the Tender Offer commenced on
May 18, 2020, and is scheduled to end
at midnight Frankfurt am Main
Local Time or 6:00 PM New York Local
Time on July 27, 2020. The
Tender Offer is subject to certain customary closing
conditions, including, among others, the receipt of applicable
regulatory approvals, the adoption of certain resolutions relating
to the transaction at QIAGEN's general meeting of shareholders (the
"General Meeting"), and a minimum acceptance threshold of at least
75% of QIAGEN's issued and outstanding ordinary share capital as of
the end of the acceptance period. The conditions to the
Tender Offer are set forth in their entirety in section 12 of
the Offer Document.
The QIAGEN Managing Board and Supervisory Board have unanimously
recommended that QIAGEN shareholders accept the Tender Offer
by tendering their shares and vote in favor of each of the
transaction resolutions at the General Meeting.
The transaction is expected to close in the first half of 2021
as previously announced.
The Offer Document, both in German and in English, is now
available at https://corporate.thermofisher.com/en/offer.html. A
copy of the Offer Document can also be obtained free of charge at
the website maintained by the SEC at www.sec.gov or by contacting
the U.S. and German information agents for the
Tender Offer.
The German and U.S. information agents for the Tender Offer
are, respectively:
D.F. King
Ltd.
|
D.F. King &
Co., Inc.
|
Mergenthaler Allee
15-21
|
48 Wall Street, 22nd
Floor
|
65760 Eschborn,
Germany
|
New York, NY
10005
|
Email:
QGEN@dfking.com
|
Email:
QGEN@dfking.com
|
|
|
Fax: +49 69 2222 129
19
|
Phone: +1 (877)
297-1744
|
Advisors
J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC are
serving as financial advisors to Thermo
Fisher, and Wachtell, Lipton, Rosen & Katz is serving as
legal counsel.
About Thermo Fisher
Thermo Fisher Scientific Inc. (NYSE: TMO) is the world leader in
serving science, with annual revenue exceeding $25 billion. Our Mission is to enable our
customers to make the world healthier, cleaner and safer. Whether
our customers are accelerating life sciences research, solving
complex analytical challenges, improving patient diagnostics and
therapies or increasing productivity in their laboratories, we are
here to support them. Our global team of more than 75,000
colleagues delivers an unrivaled combination of innovative
technologies, purchasing convenience and pharmaceutical services
through our industry-leading brands, including Thermo Scientific,
Applied Biosystems, Invitrogen, Fisher Scientific, Unity Lab
Services and Patheon. For more information, please visit
www.thermofisher.com.
Forward-Looking Statements
This communication contains forward-looking statements that
involve a number of risks and uncertainties, including statements
about expected revenue growth and long-term impacts of the COVID-19
pandemic. Words such as "believes," "anticipates," "plans,"
"expects," "seeks," "estimates," and similar expressions are
intended to identify forward-looking statements, but other
statements that are not historical facts may also be deemed to be
forward-looking statements. Important factors that could cause
actual results to differ materially from those indicated by
forward-looking statements include risks and uncertainties relating
to: the duration and severity of the COVID-19 pandemic; the need to
develop new products and adapt to significant technological change;
implementation of strategies for improving growth; general economic
conditions and related uncertainties; dependence on customers'
capital spending policies and government funding policies; the
effect of economic and political conditions and exchange rate
fluctuations on international operations; use and protection of
intellectual property; the effect of changes in governmental
regulations; and the effect of laws and regulations governing
government contracts, as well as the possibility that expected
benefits related to recent or pending acquisitions, including the
proposed transaction, may not materialize as expected; the proposed
transaction not being timely completed, if completed at all;
regulatory approvals required for the transaction not being timely
obtained, if obtained at all, or being obtained subject to
conditions; prior to the completion of the transaction, QIAGEN's
business experiencing disruptions due to transaction-related
uncertainty or other factors making it more difficult to maintain
relationships with employees, customers, licensees, other business
partners or governmental entities; difficulty retaining key
employees; the outcome of any legal proceedings related to the
proposed transaction; and the parties being unable to successfully
implement integration strategies or to achieve expected synergies
and operating efficiencies within the expected time-frames or at
all. Additional important factors that could cause actual results
to differ materially from those indicated by such forward-looking
statements are set forth in Thermo
Fisher's Annual Report on Form 10-K for the year ended
December 31, 2019 and Quarterly
Report on Form 10-Q for the quarter ended March 28, 2020, which are on file with the U.S.
Securities and Exchange Commission ("SEC") and available in the
"Investors" section of Thermo
Fisher's website, ir.thermofisher.com, under the heading
"SEC Filings," and in any subsequent Quarterly Reports on Form 10-Q
and other documents Thermo Fisher
files with the SEC, and in QIAGEN's Annual Report on Form 20-F for
the year ended December 31, 2019,
which is on file with the SEC and available in the "Investor
Relations" section of QIAGEN's website,
corporate.qiagen.com/investor-relations, under the heading
"Financial Reports," and in any subsequent Quarterly Reports on
Form 6-K and other documents QIAGEN files or furnishes with the
SEC. While Thermo Fisher or QIAGEN
may elect to update forward-looking statements at some point in the
future, Thermo Fisher and QIAGEN
specifically disclaim any obligation to do so, even if estimates
change and, therefore, you should not rely on these forward-looking
statements as representing either Thermo
Fisher's or QIAGEN's views as of any date subsequent to
today.
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 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 (in German and in English) containing the detailed terms and
conditions of, and other information relating to, the tender offer
is, among other things, published on the internet
at https://corporate.thermofisher.com/en/offer.html.
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 AN OFFER TO PURCHASE, 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 to purchase 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 available free of charge from the
information agent for the Tender Offer as set forth above.
Media Contact Information:
Karen Kirkwood
Phone: 781-622-1306
E-mail: karen.kirkwood@thermofisher.com
Website: www.thermofisher.com
Investor Contact Information:
Ken Apicerno
Phone: 781-622-1294
E-mail: ken.apicerno@thermofisher.com
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SOURCE Thermo Fisher Scientific