Thermo Fisher Scientific Inc. ended its $12 billion agreement to purchase Qiagen NV after its tender offer for the Dutch maker of medical testing equipment fell short, with activist investor Davidson Kempner Capital Management leading opposition to one of the biggest deals in the health sector this year.
Thermo Fisher Scientific (TMO) announces results of offer to acquire QIAGEN, lapse of offer and termination of acquisition agreement
Based on information provided by the settlement agents for the offer, Deutsche Bank Aktiengesellschaft and American Stock Transfer & Trust Company, 107,546,187 QIAGEN shares, representing 47.02% of the issued and outstanding ordinary shares of QIAGEN, were validly tendered into the offer by the end of the acceptance period at 24:00 hours (Frankfurt am Main local time) / 18:00 hours (New York local time) on August 10, 2020.
Accordingly, the minimum acceptance threshold condition to the offer has not been satisfied, and the offer has lapsed in accordance with its terms. Thermo Fisher has terminated the acquisition agreement with QIAGEN, and QIAGEN will pay to Thermo Fisher an expense reimbursement payment of USD 95 million in cash in accordance with the terms of the acquisition agreement.
Qiagen comments on failed takeover bid by Thermo Fisher
Tender offer acceptance of 47% did not reach minimum threshold of 66.67%. The amended business combination agreement has been terminated due to the acceptance threshold not having been met.
" QIAGEN's business prospects have improved significantly, as shown in our performance for the first half of 2020 and the strong outlook for the rest of this year and for 2021," said Thierry Bernard, Chief Executive Officer of QIAGEN N.V. "In light of the outcome, we will also move forward with our plans to fully acquire NeuMoDx, Inc., which is growing fast thanks to its unique offering of molecular diagnostic testing platforms along with a solution for coronavirus testing and an expanding range of assays in Europe, the U.S. and rest of the world.
Thermo Fisher Scientific (TMO) to acquire QIAGEN N.V. in transaction that values QIAGEN at ~$11.5 billion; expected to be immediately accretive
The cos 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.
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.
