The revised bid has raised the initial offer price of €39.00 per share to a new price of €43.00 per share for Qiagen’s common stock
Thermo Fisher, QIAGEN revise terms of acquisition agreement. (Credit: Thermo Fisher Scientific Inc.)
Thermo Fisher Scientific has raised its offer price for Qiagen’s common stock from €39 ($44.3) per share to €43 ($48.9) per share ‘to reflect the fair value’ of the diagnostics developer.
The offer price was raised after some Qiagen shareholders wanted a sweetened bid, especially given that it was witnessing a strong demand for its coronavirus testing products.
As per the initial bid made on 2 March 2020, Thermo Fisher offered €39 ($44.3) per share in cash to acquire Qiagen. The revised offer of €43 ($48.9) for every share in cash represents 35% premium to Qiagen’s closing price on 2 March.
Qiagen supervisory board and managing board members supported the new offer and recommended all its shareholders to accept and tender all of their shares before the end of the acceptance period on 10 August 2020.
Qiagen chief executive officer Thierry Bernard said: “After carefully considering the updated offer by Thermo Fisher, QIAGEN’s Supervisory Board and Managing Board both unanimously recommend that shareholders accept this offer given that it reflects the improvements in our business performance and future prospects as a result of the coronavirus pandemic.
“The rationale for this strategic step is stronger than ever, especially as the value of molecular testing becomes ever more evident. This combination is designed to enable QIAGEN employees and our portfolio of Sample to Insight solutions to have an even greater impact on society while also delivering significant cash value to our shareholders.”
Meanwhile, each member of the supervisory board and managing board has tendered or will tender all of their shares under the revised offer price.
The amendment to the acquisition agreement also reduces the minimum acceptance threshold for the deal from 75% to 66.67% of Qiagen’s issued and outstanding ordinary share capital at the end of the acceptance period, which has been extended by two weeks.
In addition, Thermo Fisher is also entitled to receive $95m as reimbursement for expenses incurred if the minimum acceptance threshold is not met.
Thermo Fisher Scientific chairman, president and chief executive officer Marc N Casper said: “Industry dynamics have changed considerably in the past few months, creating tailwinds and headwinds for our businesses. Both of our companies are playing important roles in helping customers to battle the Covid-19 pandemic.
“After careful consideration, we’ve decided to increase our offer for Qiagen to reflect the fair value of the business given the current environment. We remain confident that this transaction will create shareholder value and, importantly, provide meaningful benefits to our customers and society by combining our capabilities to combat infectious diseases and other healthcare issues.”
Deal rejected by hedge fund Davidson Kempner
However, hedge fund and investor Davidson Kempner was quoted by Reuters as saying that it would reject the new offer as it continues to “fall short of fair value”.
According to the hedge fund, a price between 48 euros and 52 euros per share was more appropriate.
For the transaction, JP Morgan Securities and Morgan Stanley & Co. is serving as financial advisors, and Wachtell, Lipton, Rosen & Katz as legal counsel to Thermo Fisher
Goldman Sachs International is serving as lead financial advisor, Barclays Bank as financial advisor, while De Brauw Blackstone Westbroek, Linklaters and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo are serving as legal counsels for Qiagen.
Qiagen is a Netherlands-based company, providing sample to insight solutions and automation solutions that isolate and process DNA, RNA and proteins from blood, tissue and other materials.
The company provides assay technologies to make biomolecules visible and ready for analysis, bioinformatics software and knowledge bases to interpret data and create actionable insights.