Item 1.01. Entry Into a Material Definitive Agreement.
As previously announced, on March 3, 2020, Thermo Fisher Scientific Inc.
("Thermo Fisher") and QIAGEN N.V. ("QIAGEN") entered into a Business Combination
Agreement (the "Business Combination Agreement") pursuant to which, upon the
terms and subject to the conditions thereof, a wholly owned acquisition
subsidiary of Thermo Fisher has commenced a public tender offer (the "Offer") to
purchase all issued ordinary shares of QIAGEN (the "QIAGEN Shares").
On July 16, 2020, Thermo Fisher and QIAGEN entered into an amendment (the
"Amendment") to the Business Combination Agreement. The Amendment provides for,
among other things, an increase to the offer price from EUR 39.00 per QIAGEN
Share to EUR 43.00 per QIAGEN Share, and a reduction of the minimum acceptance
threshold from 75% to 66.67% of QIAGEN's issued and outstanding ordinary share
capital at the end of the acceptance period for the Offer (the "Acceptance
Period"), excluding, for the avoidance of doubt, any QIAGEN Shares held by
QIAGEN in treasury at the end of the Acceptance Period.
Pursuant to and subject to the terms of the Amendment, QIAGEN has agreed to pay
to Thermo Fisher an expense reimbursement payment of $95 million in cash under
certain circumstances if the minimum acceptance threshold is not satisfied by
the end of the Acceptance Period.
Thermo Fisher will make available an amendment to the Offer Document to effect
the amendment of the terms of the Offer under applicable securities laws. As a
result of the amendment to the Offer Document, the Acceptance Period will be
extended by two (2) weeks pursuant to the German Securities Acquisition and
Takeover Act and will expire on August 10, 2020, 24:00 hours (Frankfurt am Main
local time) / 18:00 hours (New York City local time).
Other than as expressly modified by the Amendment, the Business Combination
Agreement remains in full force and effect as originally executed.
The foregoing description of the Amendment is only a summary of certain material
provisions thereof, does not purport to be complete, and is qualified in its
entirety by reference to the full text of the Amendment, which is attached
hereto as Exhibit 2.1 and is incorporated herein by reference.
On July 16, 2020, Thermo Fisher and QIAGEN issued a joint press release
announcing the execution of the Amendment. A copy of the joint press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
2.1 Amendment No. 1 to the Business Combination Agreement, dated as of
July 16, 2020, by and between Thermo Fisher Scientific, Inc. and QIAGEN
N.V.*
99.1 Joint Press Release, dated July 16, 2020
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL
* Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A
copy of any omitted schedule or exhibit will be furnished supplementally to the
Securities and Exchange Commission upon request; provided, that Thermo Fisher
may request confidential treatment pursuant to Rule 24b-2 of the Securities
Exchange Act of 1934, as amended, for any schedules or exhibits so furnished.
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), as amended, 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 THE OFFER DOCUMENT, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND QIAGEN'S
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, 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),
AS THEY MAY BE AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION.
INVESTORS AND SHAREHOLDERS OF QIAGEN ARE URGED TO READ THESE DOCUMENTS CAREFULLY
BECAUSE THEY, AND NOT THIS DOCUMENT, WILL 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 document 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 also available free of charge by contacting D.F. King & Co., Inc., Thermo
Fisher's information agent for the tender offer.
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