QIAGEN MARSEILLE PRESS RELEASE
FILING OF A PROPOSED SIMPLIFIED TENDER OFFER TARGETING THE SHARES OF
QIAGEN Marseille SA Initiated by QIAGEN N.V.
Presented by Kepler
PRICE OF THE OFFER: 14.90 euros per share of QIAGEN Marseille SA DURATION OF THE OFFER: 20 trading days
I. PRESENTATION OF THE OFFER
Pursuant to Title III of Book II, and in particular, articles 235-2 et seq. of the AMF General Regulations, QIAGEN N.V., a company incorporated under the Dutch law, whose registered office is located at Spoorstraat 50, 5911 KJ Venlo, The Netherlands, and registered under number 12036979 ("QIAGEN" or the "Offeror"), and whose shares are traded on the NASDAQ and the Frankfurt Prime Standard, has irrevocably undertaken to the AMF to offer to all of the shareholders of QIAGEN Marseille SA, a French société anonyme having a share capital of 1,089,116.60 euros, whose registered office is located at Luminy Biotech Enterprises, 163 avenue de Luminy, 13288 Marseille, France, registered with the Commercial and Companies Registrar of Marseille under number 424 364 412, ("QIAGEN Marseille" or the "Company") and whose shares are traded on the Alternext Paris under code ISIN FR0010626028, to purchase all their shares of QIAGEN Marseille at a price of 14.90 euros per share, subject to the following conditions (the "Offer").
The Offer aims at all the shares not directly or indirectly held by the Offeror as at the date hereof.
Exceptionally, the Offer does target QIAGEN Marseille shares whose subscription in June 2010 granted holders a right to a reduction on wealth tax ("ISF") under Article 885-0 V bis of the French General Tax Code (the "TEPA" scheme) or income tax ("IR") under Article 199 terdecies-0 of the French General Tax Code (the "Madelin" scheme), subject in this regard to a conservation commitment of a minimum of five years from subscription date and that cannot be sold without a tax penalty before 1 January 2016 (the "Relevant Shares") to the extent they have been subject, before the filing date of the Offer, to cross put and call option agreements between their owners and the Offeror (a "Liquidity Commitment") pursuant to which the Offeror irrevocably undertakes to purchase, from holders of such Relevant Shares who themselves irrevocably commit to sell, their Relevant Shares to the Offeror as of January 1, 2016, at a price per Relevant Share which shall not exceed 14.90 euros per Relevant Share but will be indexed downward according to a calculation defined contractually. The Relevant Shares which are subject to such Liquidity Commitment prior to the closing of the Offer are defined as "Assimilated Relevant Shares" for purposes of this press release and will not be transferred to QIAGEN in the event of an eventual mandatory squeeze-out. Holders of Relevant Shares
are invited to contact Kepler Capital Markets, 112 avenue Kléber, 75116 Paris, France, if they want to conclude a Liquidity Commitment with the Offeror.
The Offer is made in the context of the reorganization of the activities of QIAGEN Marseille, a subsidiary of the QIAGEN group, following a partial takeover offer of the company assets received on 7 December 2014 from HalioDxInvest, a company incorporated by the management team of the Company, namely Messrs. Vincent Fert and Stéphane Debono and Mrs. Corinne Danan, Hélène Peyro-Saint-Paul and Fabienne Hermitte (the "Takeover Offer"). This Takeover Offer will lead to the transfer to HalioDx, a company controlled by HalioDxInvest, of all assets and liabilities tied to operational activities, except assets relating to its intellectual property portfolio, research tax credit and cash assets (the "Contribution"). The Contribution should be effective on 16 March 2015 subject to the approval of it by the QIAGEN Marseille extraordinary general meeting and by the sole shareholder of HalioDx, and would have the effect of reducing the scope of activity of Marseille QIAGEN to the sole exploitation by the Company of its intellectual property portfolio. The Contribution would be immediately followed by a transfer to HalioDxInvest of HalioDx shares, received by QIAGEN Marseille in consideration for the Contribution (together, the "Reorganization").
It is specified that the provisions of article 236-6 of the AMF General Regulations relative to a mandatory squeeze-out offer do not apply.
The Offer will be carried out according to the simplified procedure and is thus filed under the simplified procedure in accordance with 235-2 et seq. of the AMF General Regulations, to the extent that the Offeror holds at the Offer filing date, more than 50% of the share capital and the voting rights of the latter.
II. RATIONALE FOR THE OFFER
QIAGEN Marseille is now extensively integrated in the commercial structure of QIAGEN, which controls 90.21% of its capital and 92.56% of its voting rights. As part of the study by the Board of Directors of QIAGEN Marseille of the Takeover Offer mentioned above, the Board has consistently considered, with the support of QIAGEN Marseille, that, in view of its impact on the financial and operational profile of QIAGEN Marseille, the Takeover Offer may only be envisaged to the extent that QIAGEN NV files the Offer, at a price which would be considered as fair, in order to offer liquidity to minority shareholders.
The Offer will also simplify the capital structure of QIAGEN Marseille, whose integration into the QIAGEN group will be further enhanced as a result of the Reorganization.
Intentions of the Offeror for the coming twelve months
- Strategy and future activity
Following the Reorganization, the activity of QIAGEN Marseille will consist in managing its intellectual property portfolio, with the help of staff strictly necessary for its functioning. QIAGEN Marseille would grant a licence on this intellectual property portfolio to QIAGEN GmbH, which would ensure the distribution of the products of QIAGEN Marseille and which would following the Reorganization ensure the manufacture of such products under licence by QIAGEN Marseille.
- Dividend distribution policy
The Offeror does not intend to change the dividend policy of the Company. However, the Offeror may consider a change of the dividend distribution policy of the Company depending on opportunities and its distribution capabilities and financial capacities. It is noted that the Company has not paid out any dividend for the last five
(5) financial years.
- Synergies
Due to the Reorganization, the Company will cease to support internal costs in respect of its business. The administrative needs of the Company will be outsourced or assumed by the QIAGEN group if necessary. Given the changing profile of the Company, no synergy was quantified due to the Offer.
- Mandatory squeeze-out and removal from listing
According to the sections 237-14 to 237-16 of the AMF General Regulations, the Offeror will ask the AMF within 3 months following closing of the Offer to implement a mandatory squeeze-out process by the transfer of QIAGEN Marseille shares that it does not own and that would not be presented to the Offer (provided that they do not represent more than 5% of the capital or the voting rights of the Company).
It is clarified that for the purpose of determination of whether the threshold of 95% of the capital or the voting rights is reached or not, and in application of Section L.233-9, 4° of the French Commercial Code, the Relevant Assimilated Shares as defined in paragraph I above will be assimilated to the shares owned by the Offeror. Therefore, this mandatory squeeze-out will not apply to these Relevant Assimilated Shares.
- Intentions regarding merger
Depending on the results of the Offer including the case where the Offeror does not manage to request the mandatory squeeze-out, the Offeror reserves the option to merge QIAGEN Marseille with subsidiaries of the QIAGEN group.
- Composition of the Board of directors
Concomitantly with the proposal of the Takeover Offer on 7 December 2014, Messrs. Vincent Fert and Stéphane Debono resigned from their position as directors of QIAGEN Marseille.
At the date of this press release, the Board of Directors of the Company is comprised of the following individuals: Mr. Peer Schatz (Chairman), Mr. Guillaume Connan (independent director), Mr. Roland Sackers, Dr. Philipp Von Hugo, Mr. Thomas Neidert, and Mr. Martin Potgeter.
Benefits for the two companies and their shareholders
- Interest of the transaction for the Company and its shareholders
As part of the Reorganization which will lead to a significant change in the operational and financial profile of QIAGEN Marseille, the Offeror proposes to QIAGEN Marseille's shareholders who contribute their shares to the Offer immediate liquidity of all their shareholding at a price of 14.90 euros per share, which takes into account the possibility that the Offeror reserves to right to request the mandatory squeeze-out at the end of the Offer. This operation will allow minority shareholders to benefit from a possible exit at a price which offers a premium of 11.1% with respect to the weighted average share price over the last three months.
- Interest of the operation for the Offeror and its shareholders
The Offeror, which owns more than 90% of QIAGEN Marseille, considers that the provision of an exit route to minority shareholders at a fair price is a necessary corollary to its support of the Reorganization, given the consequences of the change of QIAGEN Marseille's profile that the Reorganization would bring about. In addition, the Offer and, if applicable, the mandatory squeeze-out will simplify the composition of the capital of the QIAGEN group and facilitate the fulfilment of its integration within the QIAGEN group which is already very advanced.
The Offer is more generally in line with the strategy of rationalization and concentration of production and R&D sites by the QIAGEN group.
Agreements that could have a significant impact on the assessment of the offer or its outcome
With the exception of the Liquidity Commitment relative to the Relevant Shares described below, which are negotiated or will be negotiated by the Offeror with the shareholders concerned, the Offeror is not aware of any agreement and is not party to any agreement in connection with the Offer or that potentially have a significant impact on the assessment of the Offer or its outcome.
III. FEATURES OF THE OFFER
Terms of the Offer
Pursuant to Article 231-13 of the AMF General Regulations, Kepler Capital Markets, in its capacity as presenting bank, filed the contemplated Offer with the AMF on 11 March 2015. Pursuant to Article 233-1 of the AMF General Regulations, the Offer shall be made according to the simplified procedure.
The Offeror irrevocably undertakes to acquire from the QIAGEN Marseille shareholders, the shares of the Company which will be tendered to the Offer, at a price of 14.90 euros per share, during a 20 trading day period. Kepler Capital Markets, as presenting bank, guarantees the tenor and the irrevocable feature of the Offeror's undertakings under this Offer, pursuant to article 231-13 of the AMF General Regulations.
Prior to the opening of the Offer, the AMF will release an opening notice and the timetable for the Offer, and Euronext Paris will release a notice announcing the terms and timetable of the Offer.
Nature and number of the shares subject to the Offer
The Offer targets all the shares not directly or indirectly held by the Offeror as at the date hereof, which amount to 533,048 shares. Exceptionally, the Offer does not apply to the Relevant Shares (defined in paragraph I above) which would be subject to a Liquidity Commitment prior to the opening of the Offer.
Except for the shares mentioned above, the Company, to its knowledge, has not issued any valid right, title, capital or financial instrument giving immediate or future access to capital or voting rights of QIAGEN Marseille.
Indicative timetable of the Offer
11 March 2015
Filing of the contemplated Offer with the AMF
11 March 2015
Filing of the draft response tender offer prospectus by the Company
31 March 2015
Statement of conformity of the Offer issued by the AMF
2 April 2015
Offeror's tender offer prospectus and Company's response tender offer prospectus made available to the public
2 April 2015
Other information relating to the Offeror and other information relating to the Company
7 April 2015
Opening of the Offer
5 May 2015
Closing of the Offer
7 May 2015
Release of the results
22 May 2015
Indicative date of implementation of a mandatory squeeze-out (if requirements are met)
Report of the independent expert
The Board of QIAGEN Marseille appointed on 8 December 2014, the firm Sorgem Evaluation (represented by Mr. Maurice Nussenbaum) to act as independent expert to (x) study the fairness of the terms of the Takeover Offer and (y) prepare a report relating to the Offer financial terms, possibly followed by a mandatory squeeze- out according to sections 261-1 I and 261-1 II of the AMF General Regulations. This report will be reproduced in full in the draft information memorandum in response of the Company.
IV. FINANCING OF THE OFFER
The price of acquisition by the Offeror of the shares of QIAGEN Marseille which are not held by the Offeror as at the date hereof (on the basis of the share capital of the Company as at the filing date of this Offer, on the assumption that all the QIAGEN Marseille shares not directly or indirectly held by the Offeror or the Company would be contributed to the Offer) amounts to a total of 7,942,415.20 euros.
Financing of the amounts due by the Offeror in connection with the Offer will be made out of its available cash and, where appropriate, by entering into short-term and medium-term bank loans.
V. OFFER VALUATION CRITERIA
| Prix de l'offre | 14.90 | |
| Méthode de valorisation | Prix induit ( ) | Prime / (Décote) |
| Comparables boursiers - multiple de chiffres d'affaires 2014 | 13.77 | 8.2% |
| Transactions comparables - mult iple de chiffres d'affaires 2014 | 12.40 | 20.2% |
| Référence de valorisation | ||
| Cours de bourse | ||
| Cours spot | 13.40 | 11.2% |
| Cours 1 mois | 13.53 | 10.1% |
| Cours 3 mois | 13.41 | 11.1% |
| Cours 6 mois | 13.51 | 10.3% |
| Cours 1 an | 13.66 | 9.1% |
| Object if de cours | 13.40 | 11.2% |
| Prix offert lors de l'OPAS sur Qiagen Marseille en 2011 | 12.90 | 15.5% |
| Acquisit ion de t it res par Qiagen depuis l'OPAS (prix maximum) | 13.80 | 8.0% |
| Act if net compt able consolidé - 31/ 12/ 2014 | 5.42 | 174.9% |
| Méthode retenue à titre de recoupement | Prix induit ( ) | Prime / (Décote) |
| DCF - Plan d'Affaires | 13.80 | 8.0% |
| DCF - Plan d'Affaires alt ernatif | 12.70 | 17.3% |
The Offer is made exclusively in France.
This press release does not constitute an offer to the public.
This press release is to be distributed in other countries than France. The distribution of this press release, the Offer and the acceptance of the Offer may be subject in some countries to specific regulations. Consequently, persons in possession of this press release are required to inform themselves about any applicable local restrictions and to comply with them.
Copies of the tender offer prospectus are available on the websites of the AMF (www.amf-france.org), of QIAGEN (www.qiagen.com) and QIAGEN Marseille (www.qiagenmarseille.com) and may be obtained free of charge upon request to Kepler Capital Markets, 112 avenue Kléber, 75116 Paris, France.
http://hugin.info/156032/R/1902941/676727.PDF
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: QIAGEN Marseille SA via Globenewswire
