Accordingly, Qiagen will pay Thermo Fisher $95 million in cash as a repayment as set forth in the terms of the acquisition agreement. Marc N. Casper, Chairman, President and Chief Executive Officer of Thermo Fisher Scientific, said, “Industry dynamics have changed significantly in recent months, creating headwinds for our business. Both of our companies are playing an important role in helping customers fight the COVID-19 pandemic. After careful consideration, we have decided to increase our offering for QIAGEN to reflect the fair value of the company in light of the current environment. We remain confident that this transaction will create shareholder value and, most importantly, bring significant benefits to our customers and society by combining our capabilities to combat infectious diseases and other health issues. We continue to look forward to closing the transaction in the first half of 2021. QIAGEN N.V., a holding company based in the Netherlands, is the world`s leading provider of insightful sampling solutions that enable customers to obtain valuable molecular information from samples containing the building blocks of life. Our sampling technologies isolate and process DNA, RNA and proteins from blood, tissues and other materials.
Testing technologies make these biomolecules visible and ready for analysis. Bioinformatics software and knowledge bases interpret data to provide relevant and actionable insights. Automation solutions connect them in seamless and cost-effective workflows. QIAGEN provides solutions to more than 500,000 customers worldwide in the fields of molecular diagnostics (human health) and life sciences (science, pharmaceutical R&D and industrial applications, mainly forensics). Zum 30. As of June 2020, QIAGEN employed approximately 5,200 people at more than 35 locations worldwide. Further information is available on www.qiagen.com The tender offer mentioned here has not yet commenced. This announcement is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell common shares of QIAGEN or other securities, nor does it replace any offer documents that Thermo Fisher and/or its acquisition subsidiary will file with the SEC and publish in Germany. The terms of the tender offer will be published in the offer document prepared by Thermo Fisher and/or its acquiring subsidiary and approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and related offer documents and related offer documents, and the offer to purchase ordinary shares of QIAGEN will only be made in accordance with the offer document prepared by Thermo Fisher and/or its acquiring subsidiary, “BaFin”). As soon as the required approval of BaFin has been obtained, the offer document and the associated offer documents will be published in Germany and will also be filed with the SEC in a tender offer statement set out in Appendix TO at the time of commencement of the offer. QIAGEN intends to file a notice of appeal/recommendation with the SEC pursuant to Schedule 14D-9 with respect to the tender offer; in addition, QIAGEN will publish a document combining the reasoned opinion in accordance with Paragraph 27 of the German Law on the Acquisition and Acquisition of Securities (WpÜG) and the declaration document (gemotiveerde standpuntbepaling) in accordance with Article 18 and Annex G of the Dutch Takeover Decree (Besluit Openbare Biedingen).
The offer document for the tender offer (in German and English), which contains the detailed terms and conditions and other information about the tender offer, will be published on corporate.thermofisher.com/en/offer.html, among others. SECTION 8. Miscellaneous provisions. Clauses 18, 19, 21 to 25 and 27 to 29 of the Combined Agreement apply mutatis mutandis to this Amendment and, for the avoidance of doubt, to the Combined Agreement as amended by this Amendment, which is collectively consolidated into a single Agreement and reflects the terms and conditions contained herein as amended herein. This announcement is for informational purposes only and does not constitute an offer to buy or a solicitation of an offer to sell any common shares of QIAGEN or other securities, nor does it replace the offer documents that Thermo Fisher and/or its acquiring subsidiary have filed with the SEC and are published in Germany. The terms of the tender offer will be published in the offer document, the publication of which has been authorised by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and the related offer documents prepared by Thermo Fisher and/or its acquiring subsidiary, and the offer to purchase ordinary shares of QIAGEN will be made solely on the basis of the offer document, the publication of which has been authorised by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). The offer document for the tender offer (in German and English) in the version currently in force, which contains the detailed terms and conditions and other information about the tender offer, is published, inter alia, on the Internet under corporate.thermofisher.com/en/offer.html. In addition to raising the offer price, the new agreement lowered the minimum threshold for acceptance of Qiagen`s issued and outstanding share capital from 75% to 66.67%. He also specified a $95 million repayment payment from Qiagen to Thermo Fisher if the deal threshold was not reached. This press release contains forward-looking statements that involve a number of risks and uncertainties.
Words such as “believe,” “anticipate,” “plan,” “expect,” “seek,” “estimate” and similar expressions are intended to identify forward-looking statements, but other statements that are not historical facts may also be considered forward-looking statements. Other important factors that could cause actual results to differ materially from those expressed in these forward-looking statements are set forth in Thermo Fisher`s Annual Report on Form 10-K for the year ended December 31, 2019 and in its Quarterly Report on Form 10-Q for the quarter ended March 28, 2020, which is submitted by the United States. Securities and Exchange Commission (“SEC”) and are available in the “Investors” section of Thermo Fisher`s website. ir.thermofisher.com under the heading “Filings with the SEC” and in all subsequent Quarterly Reports on Form 10-Q and other documents that Thermo Fisher files with the SEC, as well as in QIAGEN`s Annual Report on Form 20-F for the year ended December 31, 2019, filed with the SEC and available in the “Investor Relations” section of QIAGEN`s website, corporate.qiagen.com/investor-relations on Form 6-K and other documents that QIAGEN files or makes available to the SEC under the heading “Financial Statements” and in all subsequent quarterly reports. Although Thermo Fisher or QIAGEN may choose to update forward-looking statements at any time in the future, Thermo Fisher and QIAGEN expressly disclaim any obligation to do so, even if estimates change, and you should not rely on such forward-looking statements to reflect the views of Thermo Fisher or QIAGEN at a later date after today. NEW YORK – Thermo Fisher Scientific announced Thursday that its offer to acquire all of Qiagen`s common stock has expired and that it has terminated its acquisition agreement with the company. .
