Exhibit (a)(2)

 

– English Version –   Mandatory Publication pursuant to Sec. 27 (3) in conjunction with Sec. 14 (3) sent. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) and Sec. 18 (2) in connection with Annex G of the Dutch Public Offer Decree (Besluit openbare biedingen Wft)

 

Joint Reasoned Statement

of the Managing Board and the Supervisory Board

pursuant to Sec. 27 (1) WpÜG

and

Position Statement

pursuant to

Sec. 18 (2) in connection with Annex G of the Besluit Openbare Biedingen Wft

of

QIAGEN N.V.

Hulsterweg 82

5912 PL Venlo, The Netherlands

on the Voluntary Public Takeover Offer (Cash Offer)

made by

Quebec B.V.

Takkebijsters 1

4817 BL Breda, The Netherlands

and for the Annual General Meeting

of

QIAGEN N.V. to be held at Hulsterweg 82, 5912 PL Venlo, The Netherlands, on

June 30, 2020 at 15:00 hours (CEST)

to

the shareholders of QIAGEN N.V.

dated May 18, 2020

Shares of QIAGEN N.V.:

ISIN NL0012169213 (WKN A2DKCH; CUSIP N72482123)

Tendered Clearstream Shares of QIAGEN N.V.:

ISIN NL0014676538 (WKN A2P11F)

TABLE OF CONTENTS

 

				Page
TABLE OF CONTENTS					i
DEFINITIONS					iii
NOTE TO THE SHAREHOLDERS OF QIAGEN N.V.					1
1		GENERAL INFORMATION ABOUT THIS STATEMENT			2
1.1		Background			2
1.2		Legal Basis for this Statement			3
1.3		Factual Basis for this Statement			4
1.4		No Statement by the Employees of QIAGEN			5
1.5		Publication of this Statement and Potential Statements Regarding Amendments to the Offer			5
1.6		Individual Review and Decision Responsibility of QIAGEN Shareholders			6
1.7		Special Information for QIAGEN Shareholders in the United States			7
2		GENERAL INFORMATION ABOUT QIAGEN AND THE BIDDER			7
2.1		Information about QIAGEN			7
2.2		Financial Information about QIAGEN			10
2.3		Information about the Bidder and Thermo Fisher			19
2.4		QIAGEN Shares Held by the Bidder and Persons Acting Jointly with It			20
2.5		Information about Securities Transactions			20
3		INFORMATION ABOUT THE OFFER			21
3.1		Implementation of the Offer			21
3.2		Publication of the Decision to Launch the Offer			21
3.3		The Offer Document			22
3.4		Publications by the Bidder in Connection with the Offer			23
3.5		Acceptance of the Offer Outside Germany, The Netherlands and the Other Member States of the European Union, the European Economic Area and the United States of America			23
3.6		Relevance of the Offer Document			24
3.7		Material Terms and Conditions of the Offer			24
3.8		Financing of the Offer			27
3.9		Stock-Exchange Trading in Tendered QIAGEN Shares			28
4		EVALUATION OF THE OFFER			28
4.1		Background to the Offer			28
4.2		Type and Amount of the Consideration Offered			36
4.3		Analysis of the Offer			37
4.4		Opinions of QIAGEN’s Financial Advisors			44
4.5		Certain QIAGEN Management Projections			65
4.6		Evaluation of the Adequacy of the Consideration Offered and the Arrangements in the Business Combination Agreement			69
5		OBJECTIVES AND INTENTIONS OF THE BIDDER AND THERMO FISHER AND EXPECTED CONSEQUENCES FOR QIAGEN			70
5.1		Objectives and Intentions as set forth in the Offer Document			70
5.2		Post-Offer Measures			74
5.3		Evaluation of the Objectives and Intentions of the Bidder and Thermo Fisher and Expected Consequences for QIAGEN			79

 

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				Page
6		POTENTIAL CONSEQUENCES FOR QIAGEN SHAREHOLDERS			81
6.1		Possible Consequences of Acceptance of the Offer			81
6.2		Possible Consequences of Non-Acceptance of the Offer			82
7		OFFICIAL APPROVALS AND PROCEDURES			84
8		PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS WITH THERMO FISHER			85
8.1		Business Combination Agreement			85
8.2		Confidentiality Agreement			85
8.3		Non-Tender Agreement			86
9		PERSONS OR ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED			86
9.1		Goldman Sachs			86
9.2		Barclays			86
9.3		Moelis			86
10		PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS			86
11		INTERESTS OF THE MEMBERS OF THE MANAGING BOARD, THE SUPERVISORY BOARD AND OTHER EXECUTIVE OFFICERS			87
11.1		Specific Interests of the Members of the Managing Board, the Supervisory Board and Other Executive Officers			87
11.2		Agreements with Members of the Managing Board or Supervisory Board, or Other Executive Officers			91
12		SHAREHOLDINGS AND INTENTION OF THE MEMBERS OF THE MANAGING BOARD AND OF THE SUPERVISORY BOARD TO ACCEPT THE OFFER			97
13		RECOMMENDATION			101
ANNEX 1 Financial Statements 2019 Prepared in Accordance with IFRS					I
ANNEX 2 Barclays’ Written Opinion					II
ANNEX 3 Goldman Sachs’ Written Opinion					III
ANNEX 4 Convocation Materials for the Annual General Meeting					IV

 

		ii

DEFINITIONS

 

 

		iii

 

 

		iv

 

		v

NOTE TO THE SHAREHOLDERS OF QIAGEN N.V.

Dear QIAGEN Shareholder,

On March 3, 2020, Thermo Fisher Scientific Inc. and QIAGEN jointly announced that they entered into a Business Combination Agreement regarding a voluntary public takeover offer to be made by Quebec B.V., a wholly-owned subsidiary of Thermo Fisher, to the QIAGEN Shareholders to acquire their shares in QIAGEN for cash consideration of EUR 39.00 per ordinary share.

Today Quebec B.V. has launched its voluntary public takeover offer by way of publication of the Offer Document, as permitted by the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). This Statement provides the joint reasoned statement of the Managing Board and Supervisory Board and position statement of QIAGEN regarding the Offer launched by Quebec B.V. This Statement also provides QIAGEN Shareholders with information about the Annual General Meeting to be held on June 30, 2020.

Before entering into the Business Combination Agreement, the QIAGEN Boards made a thorough assessment of the envisaged offer and the contemplated acquisition by Thermo Fisher. Consistent with their fiduciary duties, the QIAGEN Boards, following a careful review of alternatives and of the different stakeholders’ interests and with the support of their legal and financial advisors, unanimously concluded that the Offer and the contemplated acquisition by Thermo Fisher is in the best interest of QIAGEN and the QIAGEN Shareholders, the sustainable success of its business and clients, and its employees and other stakeholders.

We find it important to share with you our considerations, views and recommendation with respect to the Offer, which you will find in this Statement. We strongly encourage each QIAGEN Shareholder to read the Offer Document and this Statement carefully. Each QIAGEN Shareholder must make their own decision on whether and to what extent to accept the Offer, taking into account the overall circumstances.

As further set out in this Statement, the Managing Board and the Supervisory Board each unanimously resolved to support the Offer and to recommend that QIAGEN Shareholders (i) accept the Offer and tender their Shares in the Offer and (ii) vote in favor of the resolutions proposed in relation to the Offer at the Annual General Meeting to be held at 15:00 hours CEST on June 30, 2020 at Hulsterweg 82, 5912 PL Venlo, The Netherlands.

This Annual General Meeting is an important event for QIAGEN and its Shareholders. During this meeting the QIAGEN Shareholders will, in addition to the matters customarily addressed at the Annual General Meeting, be informed about the Offer, the other Proposed Transactions and be able to vote on the resolutions proposed by the QIAGEN Boards in connection to the Offer. Adoption of the Back-End Resolution (agenda item 18) is one of the conditions to the Offer.

In light of the current COVID-19 pandemic and to support the health and well-being of our shareholders, we highly recommend that you vote by proxy and follow the Annual General Meeting via our live webcast.

The QIAGEN Boards look forward to virtually welcoming you on June 30, 2020.

Yours sincerely,

 

Thierry Bernard   Chief Executive Officer		Roland Sackers   Chief Financial Officer and member of the Managing Board		Dr. Håkan Björklund   Chairman of the Supervisory Board

 

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1	GENERAL INFORMATION ABOUT THIS STATEMENT

 

1.1	Background

On May 18, 2020, the Bidder published an offer document (Angebotsunterlage) pursuant to Sec. 11 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”) (together with its annexes 1 to 3, the “Offer Document”) in accordance with Sec. 34 and Sec. 14 (2), (3) WpÜG for its voluntary public takeover offer (the “Offer”) for the acquisition of all ordinary shares in QIAGEN N.V. (“QIAGEN” or the “Company”). As per the Offer Document, on May 18, 2020, the English version of the Offer Document was also filed with the U.S. Securities and Exchange Commission (“SEC”) as an exhibit to the Bidder’s tender offer statement on Schedule TO (“Schedule TO”). Hereinafter, references to the Offer Document without further specification, refer to both the German version and English version of the Offer Document.

The Bidder is Quebec B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands, with its corporate seat in Breda, The Netherlands and registered with the Dutch trade register under number 77473469 (the “Bidder”). The Bidder is a wholly owned subsidiary of Thermo Fisher Scientific Inc. (“Thermo Fisher”, and together with its subsidiaries, the “Thermo Fisher Group”).

The Offer is directed towards all holders of QIAGEN Shares (the “QIAGEN Shareholders”). The Offer is for the acquisition of all issued ordinary shares in QIAGEN with par value of EUR 0.01 (each a “QIAGEN Share” and collectively the “QIAGEN Shares”) including all ancillary rights, in particular the entitlement to profits, existing at the time of the settlement of the Offer (the “Settlement”, and such date, the “Settlement Date”), against payment of cash consideration in the amount of EUR 39.00 per QIAGEN Share, without interest (the “Offer Price”). For purposes of the Offer, QIAGEN Shares include, without duplication, (i) all ordinary shares in QIAGEN’s share capital (each a “QIAGEN Ordinary Share”) and (ii) all fractional ordinary shares (onderaandelen) in QIAGEN’s share capital, each representing one-twenty-seventh (1/27th) of the value of one QIAGEN Share, (each a “Fractional QIAGEN Share”), provided that a Fractional QIAGEN Share will be treated for purposes of the definition of QIAGEN Shares as one-twenty-seventh (1/27th) of a QIAGEN Ordinary Share.

The Offer is being launched and implemented under the rules of law of the Federal Republic of Germany (“Germany”), the rules of law of The Netherlands (to the extent applicable) and the securities laws of the United States of America (the “U.S. “ or “United States” ). As per the Offer Document, the Offer will, in particular, be implemented in accordance with (i) the WpÜG and the German Regulation on the Content of the Offer Document, the Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Launch an Offer (Verordnung über den Inhalt der Angebotsunterlage, die Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots) (“WpÜGAngebV”), as well as the German Regulation on the Applicability of Provisions Concerning Offerings within the meaning of Sec. 1 (2) and (3) of the German Securities Acquisition and Takeover Act (Verordnung über die Anwendbarkeit von Vorschriften betreffend Angebote im Sinne des § 1 Abs. 2 und 3 des Wertpapiererwerbs und Übernahmegesetzes) (“WpÜGAnwendV”), (ii) the Dutch Act on Financial Supervision (Wet op het Financieel Toezicht) (“Wft”), the Dutch Decree on Public Takeovers (Besluit Openbare Biedingen Wft) (“PO Decree”) and the rules and regulations promulgated thereunder (together, the “Dutch Offer Rules”) and (iii) the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), and the rules and regulations promulgated thereunder (together with the Exchange Act, the “U.S. Offer Rules”).

In order to reconcile certain areas in which German law and U.S. law conflict, the Bidder obtained, prior to the publication of the Offer Document, no-action and exemptive relief from the SEC to conduct the Offer in the manner described in the Offer Document (for more detail, see sec. 20 of the Offer Document).

Given that QIAGEN has its corporate seat in The Netherlands and the listed QIAGEN Ordinary Shares are admitted to trading on a regulated market in Germany within the European Economic Area, the Offer must comply with the terms and conditions of the WpÜG with regard to the consideration offered, the content of

 

		2

the Offer Document and the procedures to be followed in connection with the Offer (Sec. 1 (3) WpÜG in conjunction with Sec. 2 WpÜGAnwendV), which will be supervised by the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”). Information to be provided to the employees of QIAGEN and questions pertaining to corporate law as it concerns QIAGEN, including the conditions under which the QIAGEN Boards may undertake any action that might result in the frustration of the Offer, are governed by the laws of The Netherlands, in particular the Dutch Offer Rules and Dutch corporate law. In addition, as a result of the QIAGEN Ordinary Shares being listed on the New York Stock Exchange (the “NYSE”), the Offer must also comply with U.S. Offer Rules. The Bidder does not intend to make the Offer as a public offer pursuant to the applicable law of any jurisdictions other than Germany, The Netherlands and the United States.

BaFin reviewed the German version of the Offer Document as legally required and permitted the publication of the Offer Document on May 15, 2020. On May 18, 2020, the Bidder published the German version of the Offer Document at https://corporate.thermofisher.com/en/offer.html?lang=de and made copies thereof available at D.F. King Ltd, Mergenthaler Allee 15-21, 65760 Eschborn, Germany (requests for copies may be made by QIAGEN Shareholders free of charge via email to QGEN@dfking.com, via fax to +49 69 2222 129 19 or via phone to +49 800 186 0230, indicating a valid mailing address). In addition, the Bidder has made available an English version of the Offer Document, which has not been reviewed by BaFin, at http://corporate.thermofisher.com/en/offer.html/. Notice of (i) the availability of copies of the German version of the Offer Document provided free of charge in Germany and (ii) the website at which the German version of the Offer Document is available, will be published by the Bidder on May 18, 2020 in the German Federal Gazette (Bundesanzeiger).

The Offer Document sets forth that in the United States, the corresponding announcement of how to obtain a copy of the English version of the Offer Document free of charge will be made in The Wall Street Journal (for more detail, see sec. 1.4 of the Offer Document). To the extent legally required or at the Bidder’s sole discretion, all notifications and announcements will be published in the United States as part of a press release. Requests for copies of the English version of the Offer Document, the related Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the U.S. Information Agent for the Offer, D.F. King & Co., Inc. 48 Wall Street, 22nd Floor, New York, NY 10005, United States, email: QGEN@dfking.com and by calling +1 (877) 297-1744 (toll-free in the United States) for distribution free of charge.

On May 18, 2020, the Offer Document was provided to the managing board of QIAGEN (the “Managing Board”). Upon receipt, the Managing Board forwarded the Offer Document without delay to the supervisory board of QIAGEN (the “Supervisory Board”, and together with the Managing Board, the “QIAGEN Boards”) and, since no works council has been established at the level of QIAGEN, made the Offer Document available without delay to the employees of the QIAGEN Group. As further set forth in sec. 1.2 of this Statement, the QIAGEN Boards and QIAGEN hereby issue this joint statement on the Bidder’s Offer (this “Statement”). The Managing Board and the Supervisory Board, each individually, have discussed the Offer and have each unanimously resolved to approve this Statement on May 17, 2020.

 

1.2	Legal Basis for this Statement

Pursuant to Sec. 27 (1) sent. 1 WpÜG, the management board (Vorstand) and the supervisory board (Aufsichtsrat) of a target company (Zielgesellschaft) are each obliged to issue a reasoned statement (begründete Stellungnahme) on any takeover offer and any amendments thereto. The reasoned statement may be issued jointly by the management board and the supervisory board of the target company.

Pursuant to Sec. 27 (1) sent. 2 WpÜG, this Statement must, in particular, address (i) the type and the amount of the consideration being offered, (ii) the expected consequences of a successful Offer for QIAGEN and the employees of QIAGEN and their representative bodies, on the terms and conditions of employment, and on the business locations of QIAGEN, (iii) the objectives pursued by the Bidder with the Offer and (iv) the intention of each member of the Managing Board and the Supervisory Board to accept

 

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the Offer with respect to any QIAGEN Shares that such member holds. Pursuant to Sec. 27 (2) WpÜG, the employees of the target company, where no works council (Betriebsrat) is established, such as QIAGEN, may directly submit their written comments on the takeover offer to the management board (Vorstand) of the target company.

Furthermore, since QIAGEN is organized as a public limited liability company (naamloze vennootschap) under the laws of The Netherlands and has its registered office in The Netherlands, Sec. 18 (2) in connection with Annex G of the PO Decree requires QIAGEN to issue a position statement (gemotiveerde standpuntbepaling) with respect to the Offer.

The Managing Board and the Supervisory Board have decided to jointly issue and publish this Statement in which the information of the reasoned statement and the position statement in accordance with both the WpÜG and the PO Decree are combined. This Statement is issued in accordance with the laws of Germany and The Netherlands.

Furthermore, the English version of this Statement is being filed by QIAGEN with the SEC as an exhibit to its Solicitation/Recommendation Statement on Schedule 14D-9 filed in accordance with Rule 14d-9(b) and Rule 14e-2(a) promulgated under the Exchange Act (the “Schedule 14D-9”) and QIAGEN will disseminate the Schedule 14D-9 to QIAGEN Shareholders to the extent required by applicable U.S. Offer Rules and any other applicable law.

 

1.3	Factual Basis for this Statement

Except as expressly stated otherwise, references in this Statement to time are references to Central European Summer Time (“CEST”). The currency designation “EUR” or “€” relates to the Euro, the currency designation “USD” or “$” relates to the U.S. dollar and the currency designation “GBP” or “£” relates to the British Pound Sterling. Except as expressly stated otherwise, expressions such as “currently”, “at the present time”, “now”, “at present” or “today” refer to May 18, 2020, the date of publication of this Statement. References in this document to a “Banking Day” relate to any day, other than Saturday, Sunday or other day on which commercial banks in Frankfurt am Main, Germany, Amsterdam, The Netherlands or New York, New York, United States, are authorized or required by applicable law to close.

This Statement contains forward-looking statements that involve a number of risks and uncertainties. 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 need to develop new products and adapt to significant technological change; implementation of strategies for improving growth; general economic conditions and related uncertainties, including the impact of public health epidemics and the duration and severity of the COVID-19 pandemic; dependence on customers’ capital spending policies and government funding policies; the effect of economic and political conditions and exchange rate fluctuations; use and protection of intellectual property; the effect of changes in governmental regulations; the effect of laws and regulations governing government contracts; the possibility that expected benefits related to recent or pending acquisitions, including the Proposed Transactions, may not materialize as expected; the Proposed Transactions not being timely completed, if completed at all; regulatory approvals required for the Proposed Transactions not being timely obtained, if obtained at all, or being obtained subject to conditions; prior to the completion of the Proposed Transactions, 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 Transactions; and the parties being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected timeframes or at all.

 

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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, which is on file with the SEC and available in the Investors section of Thermo Fisher’s website, http://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, http://corporate.qiagen.com/investor-relations, under the heading Financial Reports, and in any subsequent 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, QIAGEN Shareholders should not rely on these forward-looking statements as representing either Thermo Fisher’s or QIAGEN’s views as of any date subsequent to the date of the respective statement.

The QIAGEN Boards do not intend to update this Statement and disclaim any obligation to do so, unless required under German, Dutch or U.S. law.

Except as expressly stated otherwise, any information contained in this Statement relating to the Bidder, to the persons acting jointly with the Bidder, and to the Offer, including the Bidder’s intentions, is based on the information contained in the Offer Document and other publicly available information. The QIAGEN Boards are not in a position to verify all of the information contained in the Offer Document or to influence the realization of the Bidder’s stated intentions. There can be no assurance that the intentions published in the Offer Document will be realized. Furthermore, sec. 2.3 of the Offer Document sets forth that the Bidder will update the Offer Document (also with regard to any changed intentions) only to the extent required by either the WpÜG or U.S. Offer Rules and permitted under both the WpÜG and U.S. Offer Rules.

This Statement may contain hypertext links to information on QIAGEN’s website, Thermo Fisher’s website or other websites. The information on any such website is not incorporated by reference into this Statement and does not constitute a part of this Statement.

 

1.4	No Statement by the Employees of QIAGEN

At the level of QIAGEN no works council has been established. The Offer Document has therefore been made available directly to the employees of the QIAGEN Group through QIAGEN’s intranet. As of the date of publication of this Statement, QIAGEN’s employees have not submitted a written statement in connection with the Offer. Hence, no statement of employees or any works council or other employee representative is attached to this Statement in accordance with Sec. 27 (2) WpÜG and Sec. 4 of Annex G of the PO Decree.

This Statement is, in accordance with Sec. 27 (3) sent. 2 WpÜG and Sec. 27 (2) of the PO Decree, simultaneously with its publication being made available to the employees of the QIAGEN Group through QIAGEN’s intranet.

 

1.5	Publication of this Statement and Potential Statements Regarding Amendments to the Offer

In accordance with Sec. 27 (3) and Sec. 14 (3) sent. (1) WpÜG as well as Sec. 18 (2) of the PO Decree, this Statement, as well as any supplements hereto and any additional statements made in connection with any amendments to the Offer (the “Supplemental Statements”) will be published on QIAGEN’s website at

https://www.qiagen.com/thermo-offer-de

in the German language, and at

https://www.qiagen.com/thermo-offer-en

 

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in the English language.

Copies of the German version of this Statement and German versions of any Supplemental Statements will be obtainable free of charge at QIAGEN N.V., Investor Relations, QIAGEN Strasse 1, 40476 Hilden, Germany, tel.: +49 2103 29 11709. The publication of the German version of this Statement and German versions of any Supplemental Statements as well as information about the free distribution of such statements will be announced by notice in the German Federal Gazette (Bundesanzeiger). Additionally, in accordance with Sec. 18 (3) of the PO Decree, a press release announcing the availability of this Statement and any Supplemental Statements will be issued in The Netherlands. In accordance with Sec. 18 (5) of the PO Decree, QIAGEN will register the English version of this Statement with the Dutch Authority for the Financial Markets (the “AFM”).

The English version of this Statement is being filed by QIAGEN with the SEC as an exhibit to its Schedule 14D-9 and QIAGEN will disseminate the Schedule 14D-9 to QIAGEN Shareholders to the extent required by applicable U.S. Offer Rules and any other applicable law. Investors will be able to obtain a copy of the Schedule 14D-9, including the exhibits thereto and other documents filed with the SEC, on the SEC’s website at https://www.sec.gov free of charge.

Furthermore, the Schedule 14D-9 will be available on QIAGEN’s website at https://www.qiagen.com/thermo-offer-en and copies of the Schedule 14D-9 will be obtainable free of charge by contacting QIAGEN N.V., Hulsterweg 82, 5912 PL Venlo, The Netherlands, tel. +1 240 686-2222, email: ir@qiagen.com. QIAGEN also intends to mail the Schedule 14D-9 to holders of QIAGEN Ordinary Shares held in the DTC system and to holders of Directly Registered Shares.

 

1.6	Individual Review and Decision Responsibility of QIAGEN Shareholders

The description of the Bidder’s Offer contained in this Statement does not purport to be complete. The provisions of the Offer Document alone are authoritative and decisive as regards the content and implementation of the Offer. The assessments and recommendations of the Managing Board and the Supervisory Board contained in this Statement are not binding upon the QIAGEN Shareholders. Where and to the extent this Statement refers to the Offer or the Offer Document or quotes, summarizes or reproduces portions of them, such statements constitute mere references for information purposes. The Managing Board and the Supervisory Board neither adopt the Offer or the Offer Document as their own in any way nor assume any liability for the correctness, accuracy or completeness of the Offer and the Offer Document.

It will be the responsibility of the individual QIAGEN Shareholders to review the Offer Document. QIAGEN Shareholders who accept or do not accept the Offer will be responsible for fulfilling the requirements and conditions that apply to QIAGEN Shareholders as set forth in the Offer Document.

In this Statement, the Managing Board and the Supervisory Board have not taken into account the individual circumstances of each QIAGEN Shareholder (including his or her personal tax situation). Ultimately, each QIAGEN Shareholder must make his or her own independent decision whether and, if so, to what extent to accept the Offer. Each QIAGEN Shareholder must make its own decision on whether or not to accept the Offer and vote in favor of the Resolutions, taking into account the overall circumstances, its individual situation (including its individual tax situation), and its personal assessment of the possibilities of the future development of the value and share price of QIAGEN Shares. In particular the specific tax situation of each QIAGEN Shareholder may in individual cases result in valuations different from those presented by the QIAGEN Boards. The QIAGEN Boards recommend that each QIAGEN Shareholder seek individual tax and legal advice from his or her own tax and legal advisors.

QIAGEN Shareholders who wish to accept the Offer should examine whether accepting the Offer is compatible with any legal obligations that may arise from their personal circumstances (e.g. security interests in the QIAGEN Shares or selling restrictions). It is not practicable for the QIAGEN Boards to examine each QIAGEN Shareholder’s individual obligations or to take them into account in making their

 

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recommendation. The QIAGEN Boards recommend that all persons who receive the Offer Document outside Germany, The Netherlands or the United States or who wish to accept the Offer but are subject to the securities laws of any jurisdiction other than Germany, The Netherlands and the United States, inform themselves of the applicable securities laws and act in compliance therewith.

The Managing Board and the Supervisory Board do not assume any responsibility for the decisions of QIAGEN Shareholders.

 

1.7	Special Information for QIAGEN Shareholders in the United States

This Statement is made in accordance with the statutory requirements of Germany and The Netherlands. In addition, QIAGEN is filing the English version of this Statement with the SEC as an exhibit to its Schedule 14D-9. The Managing Board and the Supervisory Board advise QIAGEN Shareholders who reside in the United States that this Statement has been prepared in accordance with a format and structure generally customary in Germany and The Netherlands, which differs from the format and structure customary for a Solicitation/Recommendation Statement in the United States.

Neither the SEC nor any state securities commission in the United States have approved or disapproved this Statement or reviewed this Statement prior to its publication.

 

2	GENERAL INFORMATION ABOUT QIAGEN AND THE BIDDER

 

2.1	Information about QIAGEN

 

2.1.1

Legal Basis, Corporate History and Business

QIAGEN is a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands, with its corporate seat in Venlo, The Netherlands. QIAGEN is registered under its commercial and legal name with the Dutch trade register (Kamer van Koophandel) under number 12036979. The address of QIAGEN is: Hulsterweg 82, 5912 PL Venlo, The Netherlands. The telephone number of QIAGEN’s principal executive office is +31 77 355 6600.

QIAGEN is a leading provider of life science and molecular diagnostic solutions and has approximately 5,100 employees at 35 locations in more than 25 countries. QIAGEN generated sales for 2019 of USD 1.53 billion. Its sample preparation technologies are used to extract, isolate and purify DNA, RNA and proteins from a wide range of biological samples. QIAGEN’s assay technologies are then used to amplify and enrich these biomolecules to make them readily accessible for analysis. In addition, QIAGEN’s instruments can be used to automate these workflows, while its bioinformatics systems provide customers with relevant, actionable insights.

 

2.1.2

Share Capital, Shareholder Structure and Listings

Share Capital

Pursuant to QIAGEN’s articles of association, QIAGEN’s authorized share capital consists of 410,000,000 ordinary shares, EUR 0.01 par value per share, 40,000,000 financing preference shares, EUR 0.01 par value per share, and 450,000,000 preference shares, EUR 0.01 par value per share.

At the time of the publication of this Statement, QIAGEN’s issued share capital (geplaatst kapitaal) consists of 230,829,218 QIAGEN Ordinary Shares and 2,448 Fractional QIAGEN Shares, of which as of this date:

 

(i)

228,243,716 QIAGEN Ordinary Shares and 1,251 Fractional QIAGEN Shares are outstanding; and

 

(ii)

2,585,502 QIAGEN Ordinary Shares and 1,197 Fractional QIAGEN Shares are held by QIAGEN in treasury.

 

		7

All issued QIAGEN Shares have been fully paid up.

To the knowledge of QIAGEN, as of May 14, 2020, the investors listed below hold, directly or indirectly, 3% or more of the voting rights from QIAGEN Shares (within the meaning of Sec. 5:45 of the Wft):

 

Investor		Percentage of Voting Rights(1)
BlackRock, Inc.			8.61	%
PRIMECAP Management Co.			5.48	%
Sun Life Financial, Inc.			5.43	%
State Street Corp.			3.73	%
The Vanguard Group, Inc.			3.33	%

 

(1)

Expressed as the percentage of the issued and outstanding capital of QIAGEN.

Listings

QIAGEN Ordinary Shares are admitted for trading on the NYSE, listed under the ticker symbol “QGEN”, and on the Prime Standard of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (the “FSE”), listed under the symbol “QIA”. In addition, the QIAGEN Ordinary Shares are tradable on the Berlin Second Regulated Market of the Berlin stock exchange and on the regulated unofficial market (Freiverkehr) of the stock exchanges of Düsseldorf, Hamburg, Hanover, Munich and Stuttgart as well as via Quotrix and Tradegate Exchange. The QIAGEN Ordinary Shares are currently included in the MDAX and TecDAX, both indices calculated by Deutsche Börse AG and/or its relevant affiliates. Fractional QIAGEN Shares are not admitted for trading on any stock market.

There are different systems through which QIAGEN Shareholders hold QIAGEN Shares: (1) QIAGEN Ordinary Shares held through the Clearstream system (“Clearstream Shares”), (2) QIAGEN Ordinary Shares held in the Depository Trust Company (“DTC”) system but not through the Clearstream system (“DTC Shares”) and (3) QIAGEN Shares that are directly registered on the QIAGEN shareholders register (“Directly Registered Shares”, which includes (i) QIAGEN Ordinary Shares that are held in certificated or book-entry form on the books of QIAGEN’s U.S. transfer agent and (ii) all outstanding Fractional QIAGEN Shares).

 

2.1.3

Members of the Managing Board and the Supervisory Board

The Managing Board currently consists of the following person:

 

•

Roland Sackers, Chief Financial Officer

Furthermore, Thierry Bernard serves as the Chief Executive Officer of QIAGEN but is currently not a member of the Managing Board. On March 24, 2020, it was announced that a Joint Meeting of the Supervisory Board and the Managing Board had resolved to propose Mr. Bernard for election as Chief Executive Officer and Managing Director at the next annual general meeting of QIAGEN.

The Supervisory Board consists of seven members and is currently composed of the following persons:

 

•

Dr. Håkan Björklund, Chairman of the Supervisory Board

 

•

Stéphane Bancel

 

•

Dr. Metin Colpan

 

•

Dr. Ross L. Levine

 

•

Dr. Elaine Mardis

 

•

Lawrence A. Rosen

 

•

Elizabeth E. Tallett

 

		8

On March 24, 2020, it was announced that a Joint Meeting of the Supervisory Board and the Managing Board had resolved to propose the current members of the Supervisory Board to all stand for re-election at the next annual general meeting.

 

2.1.4

Structure and Business Activities of the QIAGEN Group

QIAGEN is the ultimate financial and management holding company of the QIAGEN Group. QIAGEN is a leading provider of life science and molecular diagnostic solutions.

The QIAGEN Group’s mission is to enable customers across the continuum of molecular testing from life sciences research to clinical health to unlock valuable molecular insights faster, better and more efficiently – from the raw biological sample through to the final interpreted result.

The QIAGEN Group serves its customers in two major customer classes:

 

•

Molecular Diagnostics: The QIAGEN Group offers one of the broadest portfolios of molecular technologies for healthcare, serving healthcare providers using molecular insights to guide patient care, especially in QIAGEN’s priority focus areas of oncology, infectious diseases and immune monitoring.

 

•

Life Sciences: The QIAGEN Group serves researchers in universities, research institutes and industry customers who are using molecular testing to achieve new insights into disease and other biological processes, as well as applying molecular testing in non-healthcare fields.

 

•

Academia / Applied Testing: exploration of the secrets of life such as disease mechanisms and pathways, translating findings into drug targets or other discoveries, or serving purposes such as forensics and human identification.

 

•

Pharma: serving pharmaceutical and biotechnology companies engaging in the R&D process from drug discovery to translational medicine and then clinical development.

In the financial year ended December 31, 2019, the QIAGEN Group had 5,096 employees, of which 19% worked in research and development, 40% in sales, 23% in production, 6% in marketing and 12% in administration.

 

2.1.5

Strategy of the QIAGEN Group

The QIAGEN Group is executing a focused strategy to build value through profitable growth opportunities in the expanding market for molecular testing in life sciences and healthcare.

The QIAGEN Group is a leader in Sample to Insight solutions, with a portfolio of technologies to empower customers from start to finish in the molecular testing process. In a challenging world, the QIAGEN Group’s approach is designed to help customers achieve molecular insights faster, better and more efficiently.

Over more than three decades, the QIAGEN Group has built a unique company that has deep relationships with customers across the continuum from academic research, to pharmaceutical development, to molecular diagnostics and other applications. The QIAGEN Group partners with researchers in creating molecular testing technologies in the early stages, then develops and commercializes promising applications and platforms as these methods emerge in healthcare and industry.

The QIAGEN Group strives for innovation in molecular testing, through cutting-edge R&D at its centers of excellence and targeted acquisitions that expand its presence in growing fields.

The QIAGEN Group has focused its resources to maximize sales growth in promising fields, such as screening for latent tuberculosis infection, next-generation sequencing, personalized healthcare, polymerase chain reaction (PCR), and differentiated technologies for preparing and analyzing samples. The QIAGEN Group provides state-of-the-art, cost-effective workflows in multiple platforms including PCR and next-generation sequencing (NGS).

 

		9

Geographically, the QIAGEN Group has robust product portfolios and sales efforts in major markets of the North America, Europe and Asia-Pacific regions. The QIAGEN Group has expanded in emerging markets, resulting in rapid growth in countries with increasing research and healthcare spending.

Furthermore, the QIAGEN Group cultivates a highly talented global workforce and strong governance at the executive and board levels. The QIAGEN Group’s culture values focus, accountability and entrepreneurial decision making.

In seeking to accelerate its growth trajectory, the QIAGEN Group also strives to manage the business to deliver operating leverage and enhance profitability and shareholder value.

The QIAGEN Group is making a long-term difference in the world by making improvements in life possible.

 

2.2	Financial Information about QIAGEN

This section outlines relevant recent and historic financial information in relation to QIAGEN. It shows, among other things, the recent development of QIAGEN’s business, by comparing revenues over the years ended December 31, 2019 and 2018.

Furthermore, pursuant to Sec. 18 (2) and Annex G in conjunction with Annex B of the PO Decree, QIAGEN has included the following financial information in this Statement:

 

•

The consolidated balance sheets, the income statements, the comprehensive income statements and the statements of cash flows, each as of and for the years ended December 31, 2018, 2017 and 2016 (the “Selected Consolidated Financial Information”), which have been derived from the audited financial statements as adopted by the annual general meetings of QIAGEN accompanied by an independent auditor’s report; and

 

•

The financial statements as of and for the year ended December 31, 2019, including an independent auditor’s report.

The PO Decree requires QIAGEN to include the Selected Consolidated Financial Information derived from QIAGEN’s audited financial statements as adopted by QIAGEN’s general meeting of shareholders. The adopted financial statements of QIAGEN contain financial information prepared in accordance with International Financial Reporting Standards, as adopted by the European Union (“IFRS”) and with the financial reporting requirements included in Part 9 of Book 2 of the Dutch Civil Code (Burgerlijk Wetboek) (“DCC”), which are the statutory accounts of QIAGEN.

In addition to IFRS, QIAGEN publishes financial information prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S. GAAP”) to improve the comparability of performance with many industry peer companies that also provide results under U.S. GAAP. These results are also included in filings with the SEC, and are available at http://www.corporate.qiagen.com/investor-relations/financial-reports.

Therefore, this section (Financial Information about QIAGEN) contains the following financial information:

 

(i)

Business Development (sec. 2.2.1 of this Statement);

 

(ii)

Basis for Preparation Regarding IFRS (sec. 2.2.2 of this Statement);

 

(iii)

Comparative Overview of Consolidated Balance Sheets as of December 31, 2018, 2017 and 2016 Prepared in Accordance with IFRS (sec. 2.2.3 of this Statement);

 

(iv)

Comparative Overview of Consolidated Income Statements for the Years Ended December 31, 2018, 2017 and 2016 Prepared in Accordance with IFRS (sec. 2.2.4 of this Statement);

 

		10

(v)

Comparative Overview of Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2018, 2017 and 2016 Prepared in Accordance with IFRS (sec. 2.2.5 of this Statement);

 

(vi)

Comparative Overview of Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016 Prepared in Accordance with IFRS (sec. 2.2.6 of this Statement);

 

(vii)

Independent Auditor’s Report of KPMG Accountants N.V. on the Selected Consolidated Financial Information (sec. 2.2.7 of this Statement); and

 

(viii)

Financial Statements for the Year Ended December 31, 2019 Prepared in Accordance with IFRS Including Independent Auditor’s Report of KPMG Accountants N.V. (sec. 2.2.8 of this Statement).

Please note that the Selected Consolidated Financial Information included in secs. 2.2.3, 2.2.4, 2.2.5 and 2.2.6 of this Statement has been derived from the audited financial statements as adopted by the annual general meetings of QIAGEN accompanied by an independent auditor’s report, as of and for the years ended December 31, 2018, 2017 and 2016, as required by the PO Decree and that the original language of these audited financial statements is English. Please refer to sec. 1.5 of this Statement for information on the availability of this Statement in the German and English language.

 

2.2.1

Business Development

Development of revenue in the year ended December 31, 2019 compared to the year ended December 31, 2018

QIAGEN’s net sales of USD 1.5 billion in 2019 consisted of consumable and related revenues (89% of sales) and instruments (11% of sales).

Compared to 2018, Molecular Diagnostics grew 1% and represented 48% of sales in 2019. During 2019, Life Sciences sales grew 2% and reflected 52% of QIAGEN’s sales. Overall, QIAGEN’s net sales were 2% higher in 2019 than in 2018.

QIAGEN N.V. AND SUBSIDIARIES

NET SALES BY PRODUCT CATEGORY AND CUSTOMER CLASS - IFRS

 

		Years ended December 31,
(in thousands)		2019				2018
Consumables and related revenues		$	1,354,147			$	1,315,459
Instruments			172,277				186,389
Total		$	1,526,424			$	1,501,848
Molecular Diagnostics		$	737,132			$	731,799
Life Sciences			789,292				770,049
Academia / Applied Testing			487,632				479,501
Pharma			301,660				290,548
Total		$	1,526,424			$	1,501,848

Results for First Quarter of 2020

QIAGEN announced full results of operations for Q1 2020, with net sales of $372.1 million – showing a growth of 7%, or 9% at constant exchange rates (compared to an outlook of ~2-3% at constant exchange rates). QIAGEN’s diluted earnings per share were $0.17 and its adjusted earnings per share were $0.34 at constant exchange rates (compared to an outlook of ~$0.28-0.29 at constant exchange rates).

 

		11

Further information on the Q1 2020 results (including financial tables) as well as the actions that QIAGEN took to support the global response to the COVID-19 pandemic and that contributed to the Q1 2020 results, is set out in the press release of May 6, 2020, to be found on QIAGEN’s website at

https://corporate.qiagen.com/investor-relations/financial-releases/2020/q1-2020-press-release-de

in the German language, and at

https://corporate.qiagen.com/investor-relations/financial-releases/2020/q1-2020-press-release-en

in the English language.

Outlook

QIAGEN currently expects, based on trends to date, net sales growth of at least 12% at constant exchange rates (CER) and adjusted earnings per share (EPS) of at least $0.40 CER for the second quarter of 2020 compared to the same period in 2019.

Sales growth for the second quarter of 2020 is expected to be largely driven by the ongoing significant demand for various products and solutions used in coronavirus pandemic testing, and to more than offset lower sales in other areas of the portfolio affected by widespread quarantine and lockdown actions in several countries. For the second quarter of 2020, QIAGEN expects adverse currency movements to have an adverse impact of about 2-3 percentage points on net sales growth at actual rates, and an adverse impact of up to about $0.01 on adjusted EPS.

QIAGEN currently anticipates the growth trends from the first half of 2020 to continue for the full year, but cannot reliably predict to what extent this will occur due to uncertainties regarding the length and further spread of the coronavirus pandemic, as well as future measures being undertaken in various parts of the world to contain it. The possible consequences on QIAGEN’s production, supply chains and long-term demand cannot be reliably gauged. Consequently, QIAGEN has decided to suspend its outlook for the full-year 2020 at this time.

 

2.2.2

Basis for Preparation Regarding IFRS

The Selected Consolidated Financial Information in this section has been derived from the 2018, 2017 and 2016 financial statements of QIAGEN prepared in accordance with IFRS. It has been included in this Statement as required pursuant to the PO Decree. KPMG Accountants N.V. expressed an unmodified audit opinion on the audited financial statements of QIAGEN N.V. for the years 2016, 2017 and 2018 in their reports dated April 6, 2017, April 11, 2018 and April 29, 2019, respectively. Reading the Selected Consolidated Financial Information is not a substitute for reading the audited financial statements of QIAGEN for the years 2018, 2017 and 2016.

The financial statements from which the Selected Consolidated Financial Information has been derived were prepared in accordance with (i) IFRS, and (ii) the financial reporting requirements included in Part 9 of Book 2 of the DCC.

As of January 1, 2019, QIAGEN has implemented the following changes in its accounting policies in relation to IFRS. These changes are applicable to the financial statements for the year ended December 31, 2019.

 

(a)

QIAGEN adopted the Annual Improvements to IFRS Standards 2015-2017 Cycle without impact.

 

(b)

QIAGEN adopted IFRS 16 Leases using the modified retrospective approach and did not restate the financial statements. Under this new guidance, lessees are required to present right-of-use assets and lease liabilities on the balance sheet. This new lease guidance requires that a lessee recognize the following for leases at the commencement date:

 

•

A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and

 

		12

•

A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

Under this approach, the cumulative effect of initially applying the standard was recognized as an adjustment to the opening balance of retained earnings on the date of the initial application. As a lessee, the classification of QIAGEN’s leases did not change, but QIAGEN recognized a lease liability and corresponding right-of-use asset on its consolidated balance sheets for all its leases. QIAGEN elected the package of practical expedients which allows QIAGEN to not reassess (i) whether existing contracts contain leases, (ii) the lease classification for existing leases and (iii) whether existing initial direct costs meet the new definition. QIAGEN also elected the hindsight practical expedient which permits entities to use hindsight in determining the lease term when transitioning to IFRS 16. QIAGEN’s initial lease liabilities and right-of-use assets totalled $56.4 million and $57.7 million, respectively, as recorded in QIAGEN’s condensed consolidated balance sheet as of January 1, 2019, primarily relating to leased office space. The difference between the additional rights-of-use assets and the lease liabilities was recorded as a $1.3 million adjustment to retained earnings. The standard did not materially impact QIAGEN’s consolidated net earnings or cash flows.

 

(c)

QIAGEN adopted IFRIC 23, Uncertainty over Income Tax Treatments, without impact. IFRIC 23 clarifies the application of the recognition and measurement requirements of IAS 12 when there is uncertainty about the income tax treatment. For recognition and measurement, estimates and assumptions must be made, e.g. whether an estimate is made separately or together with other uncertainties, a most likely amount or expected amount for the uncertainty is used and whether changes have occurred compared to the previous period. The risk of detection from tax authorities is irrelevant for the recognition of uncertain balance sheet items. Accounting is based on the assumption that the tax authorities are investigating the matter in question and that they have all relevant information at their disposal.

Reference is made to the financial statements as of and for the year ended December 31, 2019, which have been included in Annex 1 to this Statement, for a summary of the significant accounting policies of QIAGEN for the financial statements prepared in accordance with IFRS for the year ended December 31, 2019. These changes have not been implemented with retrospective effect in the financial statements for the years ended December 31, 2018, 2017 and 2016.

The Selected Consolidated Financial Information set forth below contains the summaries only of the consolidated balance sheets, the consolidated income statements, the consolidated comprehensive income statements and the consolidated statements of cash flows, excluding related note disclosures and a description of significant accounting policies. For a better understanding of QIAGEN’s financial position, income and cash flows, the Selected Consolidated Financial Information should be read in conjunction with the unabbreviated audited financial statements prepared in accordance with IFRS for the years ended December 31, 2019, 2018, 2017 and 2016, including the related notes and description of significant accounting policies that were applied for each of these years, which are available on the website of QIAGEN at http://www.corporate.qiagen.com/investor-relations/financial-reports/other-reports and the financial reporting register of the AFM.

 

		13

2.2.3

Comparative Overview of Consolidated Balance Sheets as of December 31, 2018, 2017 and 2016 Prepared in Accordance with IFRS(1)

 

		As of December 31,
(in thousands)		2018				2017				2016
Assets
Current assets:
Cash and cash equivalents		$	1,159,079			$	657,714			$	439,180
Current financial assets			214,568				359,198				92,999
Trade accounts receivable			351,612				329,138				278,244
Income taxes receivable			34,936				39,509				23,795
Inventories			162,912				155,927				136,552
Fair value of derivative financial instruments(2)			102,754				—				—
Other current assets(2)			89,795				82,134				45,210
Total current assets			2,115,656				1,623,620				1,015,980
Non-current assets:
Property, plant and equipment			340,012				324,011				308,708
Goodwill			2,134,125				2,038,180				1,951,660
Other intangible assets			674,997				703,014				718,295
Equity accounted investments			14,845				18,462				10,826
Non-current financial assets			81,639				36,813				42,237
Deferred tax assets			57,851				67,985				95,203
Fair value of derivative financial instruments			295,363				224,398				190,173
Other non-current assets			83,329				48,629				39,673
Total non-current assets			3,682,161				3,461,492				3,356,775
Total assets		$	5,797,817			$	5,085,112			$	4,372,755
Liabilities and equity
Current liabilities:
Current financial debts		$	503,589			$	—			$	—
Trade and other accounts payable			69,415				59,205				51,218
Provisions			4,237				4,853				4,664
Income tax payable			30,047				22,632				26,906
Fair value of derivative financial instruments(3)			107,027				—				—
Other current liabilities(3)			258,780				232,667				225,641
Total current liabilities			973,095				319,357				308,429
Non-current liabilities:
Non-current financial debts			1,671,811				1,757,402				1,064,041
Deferred tax liabilities			70,617				85,053				51,161
Fair value of derivative financial instruments			614,200				412,536				341,893
Other non-current liabilities			89,279				84,354				97,406
Total non-current liabilities			2,445,907				2,339,345				1,554,501
Commitments and contingencies
Equity:
Common Shares			2,702				2,702				2,812
Share premium			1,727,922				1,687,564				1,897,399
Retained earnings			1,133,682				1,071,393				1,059,927
Reserves			(306,588	)			(216,262	)			(330,307	)
Less treasury shares, at cost			(178,903	)			(118,987	)			(120,006	)
Total equity			2,378,815				2,426,410				2,509,825
Total liabilities and equity		$	5,797,817			$	5,085,112			$	4,372,755

 

		14

(1)	Balance Sheet amounts are presented as disclosed in the IFRS annual report for each respective year. Reclassifications to conform to presentation for more current years are not considered.

(2)	Other current assets as of December 31, 2017 and 2016 include fair value of derivative financial instruments of $7.5 million and $5.4 million, respectively.

(3)	Other current liabilities as of December 31, 2017 and 2016 include fair value of derivative financial instruments of $2.4 million and $6.1 million, respectively.

 

2.2.4

Comparative Overview of Consolidated Income Statements for the Years Ended December 31, 2018, 2017 and 2016 Prepared in Accordance with IFRS(1)

 

		Years ended December 31,
(in thousands, except per share data)		2018				2017				2016
Net sales		$	1,501,848			$	1,417,536			$	1,337,991
Cost of sales			(509,069	)			(504,948	)			(503,954	)
Gross profit			992,779				912,588				834,037
Operating expenses:
Other operating income			29,764				5,326				758
Research and development expense(2)			(157,877	)			(146,046	)			(170,461	)
Sales and marketing expense(2)			(431,313	)			(414,960	)			(440,443	)
General and administrative, restructuring, integration and other expense(2)			(147,690	)			(193,622	)			(129,248	)
Other operating expense			(13,117	)			(6,336	)			(4,339	)
Total operating expenses, net			(720,233	)			(755,638	)			(743,733	)
Income from operations			272,546				156,950				90,304
Financial income			20,851				10,645				6,776
Financial expense			(67,293	)			(49,685	)			(39,022	)
Foreign currency losses, net			(12,257	)			(3,259	)			(15	)
Gain (loss) from equity accounted investments			2,592				3,165				(5,478	)
Other financial (expense) income, net			(69,544	)			39,408				(19,419	)
Total finance (expense) income, net			(125,651	)			274				(57,158	)
Income before income taxes			146,895				157,224				33,146
Income taxes			(42,001	)			(89,846	)			16,131
Net income		$	104,894			$	67,378			$	49,277
- attributable to noncontrolling interest		$	—			$	—			$	(101	)
- attributable to the owners of QIAGEN N.V.		$	104,894			$	67,378			$	49,378
Basic earnings per common share		$	0.46			$	0.30			$	0.21
Diluted earnings per common share		$	0.45			$	0.29			$	0.21
Weighted average shares outstanding
Basic			226,640				228,074				234,800
Diluted			233,456				233,009				238,993

 

(1)	Income Statements amounts are presented as disclosed in the IFRS annual report for each respective year. Reclassifications to conform to presentation for more current years are not considered.

(2)	For the year ended December 31, 2016, Research and development expense and Sales and marketing expense include restructuring charges that on a comparative basis are considered in General and administrative, restructuring, integration and other expense.

 

		15

2.2.5

Comparative Overview of Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2018, 2017 and 2016 Prepared in Accordance with IFRS(1)

 

		Years ended December 31,
(in thousands)		2018				2017				2016
Net income		$	104,894			$	67,378			$	49,277
Other comprehensive income not reclassified to profit or loss in subsequent periods
Gain on pensions, before tax			1,325				886				929
Other comprehensive (loss) income to be reclassified to profit or loss in subsequent periods
Foreign currency translation adjustments, before tax			(108,486	)			136,910				(66,377	)
Gains (losses) on cash flow hedges, before tax(2)			11,368				(50,067	)			(3,969	)
Reclassification adjustments on cash flow hedges, before tax			(9,774	)			26,136				(6,228	)
Net investment hedge(2)			13,839				—				—
Net change in fair value of financial assets, before tax			—				(854	)			(1,421	)
Other comprehensive (loss) income, before tax			(91,728	)			113,011				(77,066	)
Income tax relating to components of other comprehensive income			460				1,034				2,563
Total other comprehensive (loss) income, after tax			(91,268	)			114,045				(74,503	)
Comprehensive income (loss)			13,626				181,423				(25,226	)
Comprehensive income attributable to non-controlling interest			—				—				(545	)
Comprehensive income (loss) attributable to the owners of QIAGEN N.V.		$	13,626			$	181,423			$	(25,771	)

 

(1)	Statements of Comprehensive Income (Loss) amounts are presented as disclosed in the IFRS annual report for each respective year. Reclassifications to conform to presentation for more current years are not considered.

(2)	For the year ended December 31, 2017, Gains (losses) on cash flow hedges, net of tax include losses that on a comparative basis are considered in Net investment hedge.

 

2.2.6

Comparative Overview of Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016 Prepared in Accordance with IFRS(1)

 

		Years ended December 31,
(in thousands)		2018				2017				2016
Net income		$	104,894			$	67,378			$	49,277
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			214,547				226,491				222,608
Non-cash impairments			17,020				5,137				45,462
Amortization of debt discount and issuance costs			36,393				24,773				20,451
Deferred income taxes			(12,990	)			55,773				(59,790	)
Share based compensation			40,113				34,442				28,288
(Gain) loss on financial assets			(2,725	)			1,055				(1,360	)
Reversals of contingent consideration			—				(3,269	)			(6,501	)
Other non-cash items, including fair value changes in derivatives			58,470				(42,829	)			38,255
Changes in operating assets and liabilities:
Accounts receivable			(41,813	)			(34,165	)			(12,238	)
Inventories			(36,918	)			(21,633	)			(20,346	)
Other current assets(2)			(9,942	)			(5,245	)			10,189
Other non-current assets(2)			(29,883	)			(441	)			—
Accounts payable			6,993				4,321				(1,466	)

 

		16

		Years ended December 31,
(in thousands)		2018				2017				2016
Accrued and other liabilities(3)		$	1,153			$	9,056			$	36,899
Other non-current liabilities(3)			15,911				24,090				—
Income taxes			39,489				3,156				33,145
Interest paid			(25,902	)			(20,252	)			(18,227	)
Interest received			17,978				7,478				6,082
Income taxes paid, net of refunds			(29,317	)			(40,499	)			(22,670	)
Net cash provided by operating activities			363,471				294,817				348,058
Cash flows from investing activities:
Purchases of property, plant and equipment			(55,774	)			(27,225	)			(28,317	)
Purchases of intangible assets			(94,989	)			(97,180	)			(65,607	)
Development expenses			(3,975	)			(8,038	)			(5,674	)
Proceeds from sale of equipment			—				42				63
Purchases of financial assets			(568,002	)			(450,564	)			(496,304	)
Proceeds from financial assets			691,765				189,006				533,847
Purchase of investments			(9,398	)			(4,777	)			(23,448	)
Cash paid for acquisitions, net of cash acquired			(172,832	)			(50,549	)			(90,490	)
Proceeds from divestiture			16,394				—				—
Cash paid for collateral asset(4)			(3,461	)			(20,707	)			—
Other investing activities(4)			(15,059	)			(2,310	)			(8,800	)
Net cash used in investing activities			(215,331	)			(472,302	)			(184,730	)
Cash flows from financing activities:
Capital repayment			—				(243,945	)			—
Proceeds from issuance of cash convertible notes, net of issuance costs			494,879				394,391				—
Proceeds from long-term debt, net of issuance costs			—				329,875				—
Purchase of call option related to cash convertible notes			(97,277	)			(73,646	)			—
Proceeds from issuance of warrants			72,406				45,396				—
Repayment of long-term debt			—				—				(6,738	)
Principal payments on finance leases			(1,308	)			(1,402	)			(1,322	)
Proceeds from issuance of common shares			4,412				6,075				6,269
Purchase of treasury shares			(104,685	)			(60,970	)			—
Other financing activities			(8,019	)			(8,587	)			(9,595	)
Net cash provided by (used in) financing activities			360,408				387,187				(11,386	)
Effect of exchange rate changes on cash and cash equivalents			(7,183	)			8,832				(2,773	)
Net increase in cash and cash equivalents			501,365				218,534				149,169
Cash and cash equivalents, beginning of period			657,714				439,180				290,011
Cash and cash equivalents, end of period		$	1,159,079			$	657,714			$	439,180

 

(1)	Statements of cash flows amounts are presented as disclosed in the IFRS annual report for each respective year. Reclassifications to conform to presentation for more current years are not considered.

(2)	Other current assets for the year ended December 31, 2016 include Other non-current assets of $3.5 million.

(3)	Accrued and other liabilities for the year ended December 31, 2016 include Other non-current liabilities of $8.1 million.

(4)	Other investing activities for the year ended December 31, 2016 include Cash paid for collateral asset of $1.2 million.

 

		17

2.2.7

Independent Auditor’s Report of KPMG Accountants N.V. on the Selected Consolidated Financial Information

Report of the independent auditor

To: the Managing Board of QIAGEN N.V.

Our opinion

The summary financial statements of QIAGEN N.V. for the years ended December 31, 2016, 2017 and 2018 (hereafter the “Summary Financial Statements”) are derived from the audited financial statements of QIAGEN N.V. for the years ended December 31, 2016, 2017 and 2018.

In our opinion the accompanying Summary Financial Statements are consistent, in all material respects, with those financial statements, on the basis described in the Basis for Preparation Regarding IFRS paragraph.

The Summary Financial Statements comprise:

 

1

the summary consolidated balance sheets as of December 31, 2016, 2017 and 2018;

 

2

the following consolidated statements for the years ended December 31, 2016, 2017 and 2018: the summary income statement, the summary statement of comprehensive income (loss) and the summary statement of cash flows; and

 

3

the accompanying other explanatory information.

The Summary Financial Statements do not contain all the disclosures required by International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and by Part 9 of Book 2 of the Dutch Civil Code. Reading the Summary Financial Statements, therefore, is not a substitute for reading the audited financial statements of QIAGEN N.V. and our report thereon.

The Summary Financial Statements and the audited financial statements do not reflect the effects of events that occurred subsequent to the date of our report on those financial statements of April 6, 2017, April 11, 2018 and April 29, 2019, respectively.

The audited financial statements and our report thereon

We expressed an unmodified audit opinion on the audited financial statements of QIAGEN N.V. for the years ended December 31, 2016, 2017 and 2018 in our reports dated April 6, 2017, April 11, 2018 and April 29, 2019, respectively.

Our auditor’s report also includes communication of materiality, scope of the group audit and key audit matters.

Responsibilities of the Managing Board and the Supervisory Board for the Summary Financial Statements

The Managing Board is responsible for the preparation of the Summary Financial Statements on the basis described in the Basis for Preparation Regarding IFRS paragraph.

The Supervisory Board is responsible for overseeing the financial reporting process of the Summary Financial Statements.

 

		18

Our responsibilities for the audit of the Summary Financial Statements

Our responsibility is to express an opinion on whether the Summary Financial Statements are consistent, in all material respect, with the audited financial statements based on our procedures, which we conducted in accordance with Dutch law, including the Dutch Standard 810 ‘Opdrachten om te rapporteren betreffende samengevatte financiële overzichten’ (Engagements to report on summary financial statements).

Eindhoven, May 18, 2020

KPMG Accountants N.V.

M.J.A. Verhoeven RA

 

2.2.8

Financial Statements for the Year Ended December 31, 2019 Prepared in Accordance with IFRS Including Independent Auditor’s Report of KPMG Accountants N.V.

The financial statements prepared in accordance with IFRS for the year ended December 31, 2019 have been included in Annex 1 to this Statement.

 

2.3	Information about the Bidder and Thermo Fisher

The following information has been published by the Bidder in the Offer Document. This information has not been verified by the Managing Board or the Supervisory Board.

 

2.3.1

Legal Basis and Capital Structure of the Bidder

According to the information provided by the Bidder in sec. 6.1 of the Offer Document, the Bidder is a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under Dutch law. The Bidder has its corporate seat in Breda, The Netherlands and is registered with the Dutch trade register under number 77473469. The business address of the Bidder is Takkebijsters 1, 4817 BL Breda, The Netherlands. The Bidder was established on February 27, 2020 in The Netherlands and was registered with the Dutch trade register on the same day.

The Bidder’s financial year is the calendar year. The sole managing director of the Bidder is Anthony Hugh Smith. The Bidder has no employees. The corporate objects of the Bidder, as set forth in its articles of association, include, inter alia, to participate in and conduct the management of other legal entities or enterprises.

The Bidder’s issued capital amounts to EUR 1.00, which is divided into one share. According to sec. 6.2 of the Offer Document, the Bidder is a wholly-owned direct subsidiary of Thermo Fisher.

 

2.3.2

Thermo Fisher

According to the information provided by the Bidder in sec. 6.3.1 of the Offer Document, Thermo Fisher is a Delaware corporation with the address 168 Third Avenue, Waltham, Massachusetts, 02451, U.S.A. Thermo Fisher’s common stock is traded on the NYSE under the symbol “TMO”.

Sec. 6.3.2 of the Offer Document states that, as of March 28, 2020, Thermo Fisher has 394,591,104 shares of common stock outstanding, USD 1.00 par value per share. Pursuant to its Third Amended and Restated Certificate of Incorporation, Thermo Fisher is authorized to issue up to 1,200,000,000 shares of common stock, USD 1.00 par value per share, and 50,000 shares of preferred stock, USD 100.00 par value per share. Its common stock is registered under Sec. 12(b) of the Exchange Act. Thermo Fisher also has several classes of debt securities registered under Sec. 12(b) of the Exchange Act.

 

		19

According to the information provided by the Bidder in sec. 6.3.3 of the Offer Document, the Thermo Fisher Group serves customers working in pharmaceutical and biotech companies, hospitals and clinical diagnostic labs, universities, research institutions and government agencies, as well as environmental, industrial quality and process control settings. It delivers innovative technologies, purchasing convenience and pharmaceutical services through industry-leading brands, including Thermo Scientific, Applied Biosystems, Invitrogen, Fisher Scientific, Unity Lab Services and Patheon. Thermo Fisher reports its business in four segments: Life Sciences Solutions, Analytical Instruments, Specialty Diagnostics and Laboratory Products and Services. In the fiscal year ended December 31, 2019, the Thermo Fisher Group generated sales revenues of USD 25.5 billion (approximately EUR 23.4 billion), operating income of USD 4.6 billion (approximately EUR 4.2 billion) and net income of USD 3.7 billion (approximately EUR 3.4 billion). Approximately 50% of sales were generated in North America, 25% in Europe, 22% in Asia-Pacific and 3% in other regions. As of December 31, 2019, Thermo Fisher and its subsidiaries had approximately 75,000 employees.

The Thermo Fisher board of directors currently consists of 13 members, with Marc N. Casper serving both as chairman of the board of directors and as president and chief executive officer of Thermo Fisher.

 

2.4	QIAGEN Shares Held by the Bidder and Persons Acting Jointly with It

 

2.4.1

Persons Acting Jointly with the Bidder

According to the information provided by the Bidder in sec. 6.4 of the Offer Document, persons acting jointly with the Bidder within the meaning of Sec. 2 (5) sent. 1 and 3 WpÜG are Thermo Fisher and the companies listed in annex 1 of the Offer Document. Beyond this, according to the Offer Document, there are no other persons acting jointly with the Bidder within the meaning of Sec. 2 (5) sent. 1 and 3 WpÜG.

 

2.4.2

QIAGEN Shares Currently Held by the Bidder and Persons Acting Jointly with the Bidder and by Their Subsidiaries; Attribution of Voting Rights

According to the statement of the Bidder in sec. 6.5 of the Offer Document, at the time of the publication of the Offer Document, neither the Bidder nor persons acting jointly with the Bidder within the meaning of Sec. 2 (5) sent. 1 and 3 WpÜG nor their subsidiaries hold QIAGEN Shares or voting rights attached to QIAGEN Shares and no voting rights attached to QIAGEN Shares are attributable to them.

 

2.5	Information about Securities Transactions

 

2.5.1

Previous Securities Transactions

According to the information provided by the Bidder in sec. 6.6 of the Offer Document, neither the Bidder nor the persons acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG nor their subsidiaries have acquired any QIAGEN Shares or concluded agreements on the acquisition of QIAGEN Shares in the period starting six months before the publication of the decision to launch the Offer and ending on the date of the Offer Document.

In addition, according to the information provided by the Bidder in sec. 6.6 of the Offer Document, during the sixty-day period preceding the date of the Offer Document (May 18, 2020), none of the executive officers and directors of Thermo Fisher listed in sec. 6.3.4 of the Offer Document, has effected any transaction in respect of any QIAGEN Shares, except as otherwise described in the Offer Document.

Furthermore, according to the information provided by the Bidder in sec. 6.6 of the Offer Document, there have been no transactions that would require reporting under the rules and regulations of the SEC applicable to the Offer between Thermo Fisher, the Bidder, or any of their Affiliates or, after due inquiry and to the best knowledge and belief of Thermo Fisher and the Bidder, any of the persons listed in sec. 6.3.4 of the Offer Document, on the one hand, and QIAGEN or any of its Executive Officers, directors and/or Affiliates, on the other hand. An “Affiliate” means, with respect to any person, any other person

 

		20

directly or indirectly controlling, controlled by or under common control with such person. For purposes of this definition, the term “control” (including the correlative terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

 

2.5.2

Reservation Regarding Possible Future Securities Transactions

According to the information provided by the Bidder in sec. 6.7 of the Offer Document, the Bidder and Thermo Fisher obtained, prior to the publication of the Offer Document, no-action relief from the SEC (further described in sec. 20 of the Offer Document) to acquire, directly or indirectly, additional QIAGEN Shares outside of the Offer on or off the stock exchange pursuant to the WpÜG, subject to certain limitations.

According to the information provided by the Bidder in sec. 6.7 of the Offer Document, no such acquisitions of additional QIAGEN Shares outside of the Offer will be made in the United States. To the extent any such acquisitions occur outside of the United States, information about such acquisitions, including the number and price of the QIAGEN Shares so acquired, will be published in German according to the applicable German statutory provisions (in particular Sec. 23 (2) WpÜG in conjunction with Sec. 14 (3) sent. 1 WpÜG) in the German Federal Gazette (Bundesanzeiger), published in German on the Internet at https://corporate.thermofisher.com/en/offer.html?lang=de and in English on the Internet at http://corporate.thermofisher.com/en/offer.html/, and filed with the SEC. Any information about such acquisitions that is made public in Germany will be filed with the SEC and be publicly available in the U.S. The Bidder and Thermo Fisher may make additional disclosures regarding any acquisitions made outside of the Offer upon request by the SEC Division of Corporation Finance.

Further, the Bidder, Thermo Fisher and their Affiliates will, according to the information provided by the Bidder in the Offer Document, comply with applicable requirements under the WpÜG.

 

3	INFORMATION ABOUT THE OFFER

 

3.1	Implementation of the Offer

According to the Bidder, the Offer is a voluntary public takeover offer (cash offer) for the acquisition of the QIAGEN Shares, launched and implemented in accordance with the WpÜG, the Dutch Offer Rules, and the U.S. Offer Rules. In order to reconcile certain areas where German law and U.S. law conflict, the Bidder has obtained, prior to the publication of the Offer Document, no-action and exemptive relief from the SEC, as further described in sec. 20 of the Offer Document.

Moreover, as per sec. 1.1 of the Offer Document, neither the Bidder nor any persons acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG nor any of its directors, officers or employees assume any responsibility for compliance with any legal requirements other than German, Dutch and U.S. law requirements. According to the Offer Document, the Bidder does not intend to make the Offer as a public offer pursuant to the applicable law of any jurisdictions other than Germany, The Netherlands and the United States. According to the Offer Document, QIAGEN Shareholders may not rely on the legal requirements for the protection of investors of any other jurisdiction.

 

3.2	Publication of the Decision to Launch the Offer

The Bidder published its decision to launch the Offer in accordance with Sec. 10 (1) sent. 1 WpÜG on March 3, 2020. The German version of such publication is available on the Internet at

https://corporate.thermofisher.com/en/offer.html?lang=de

 

		21

and the English version of such publication is available at

https://corporate.thermofisher.com/en/offer.html/.

In addition, the publication in which the Bidder announced its decision to make the Offer, together with other materials related to the Offer, were filed with the SEC as preliminary tender offer communications under the cover of Schedule TO. The Schedule TO and other documents filed by the Bidder in connection with the Offer are available on the Internet at the website of the SEC at

https://www.sec.gov.

 

3.3	The Offer Document

BaFin reviewed the German version of the Offer Document in accordance with German law and permitted the publication of the Offer Document on May 15, 2020. An English version of the Offer Document has not been reviewed by BaFin.

The Bidder states in the Offer Document that no announcements, registrations, admissions or approvals of the Offer Document or the Offer by securities exchange authorities or similar authorities outside Germany and the United States have been applied for, have been initiated or are envisaged by the Bidder or Thermo Fisher. The Offer Document sets forth that neither the SEC nor any state securities commission in the United States has approved or disapproved the Offer or passed upon the fairness or merits of or upon the accuracy or adequacy of the information contained in the Offer Document.

On May 18, 2020, the Bidder published the German version of the Offer Document at https://corporate.thermofisher.com/en/offer.html?lang=de and made copies thereof available free of charge at D.F. King Ltd, Mergenthaler Allee 15-21, 65760 Eschborn, Germany (inquiries via email to QGEN@dfking.com, via fax to +49 69 2222 129 19 or via phone to +49 800 186 0230, indicating a valid mailing address), in accordance with Sec. 14 (3) WpÜG. In addition, the Bidder has made available an English version of the Offer Document, which has not been reviewed by BaFin, at http://corporate.thermofisher.com/en/offer.html/. Notice of (i) the availability of copies of the Offer Document provided free of charge in Germany and (ii) the Internet address at which the German version of the Offer Document is available, will be published by the Bidder on May 18, 2020 in the German Federal Gazette (Bundesanzeiger).

In the United States, the corresponding announcement regarding making copies of the English version of the Offer Document available free of charge will be published in The Wall Street Journal. To the extent legally required or at the Bidder’s sole discretion, all notifications and announcements will be published in the United States as part of a press release. Requests for copies of the English version of the Offer Document, the related Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the U.S. Information Agent for the Offer, D.F. King & Co., Inc., 48 Wall Street, New York, NY 10005, U.S., email: QGEN@dfking.com, and by calling +1 (877) 297-1744 (toll-free in the United States) for distribution free of charge. QIAGEN Shareholders holding Directly Registered Shares will receive a letter of transmittal in the mailing that includes the Offer Document.

The Schedule TO and any amendments thereto (see sec. 1.1 of the Offer Document), exhibits to the Schedule TO, and other information that the Bidder and Thermo Fisher have filed electronically with the SEC may be obtained free of charge at the SEC’s website at https://www.sec.gov.

Pursuant to Sec. 5:74(2) of the Wft, the Offer Document and the Schedule TO are not subject to the approval of the AFM and have not been approved by the AFM.

 

		22

3.4	Publications by the Bidder in Connection with the Offer

In sec. 21 of the Offer Document, the Bidder has stated that all publications and announcements required according to the WpÜG in connection with the Offer will be published on the Internet in German at https://corporate.thermofisher.com/en/offer.html?lang=de, in English at http://corporate.thermofisher.com/en/offer.html/ and, to the extent necessary pursuant to the WpÜG, in the German Federal Gazette (Bundesanzeiger).

The Bidder has announced that it will publish the notifications pursuant to Sec. 23 (1) WpÜG as follows: (i) on a weekly basis after publication of the Offer Document (Sec. 23 (1) sent. 1 no. 1 WpÜG); (ii) on a daily basis during the final week prior to the end of the Acceptance Period (Sec. 23 (1) sent. 1 no. 1 WpÜG); (iii) without undue delay (unverzüglich) after the end of the Acceptance Period (Sec. 23 (1) sent. 1 no. 2 WpÜG); and (iv) without undue delay (unverzüglich) after the end of the Additional Acceptance Period (Sec. 23 (1) sent. 1 no. 3 WpÜG).

Furthermore, the Bidder has stated that notices and announcements will be filed with the SEC and, to the extent necessary pursuant to the WpÜG, be published in German in the German Federal Gazette (Bundesanzeiger). Such notices and announcements filed by the Bidder in connection with the Offer are available in English at the website of the SEC at https://www.sec.gov.

In addition, in sec. 12.12 of the Offer Document the Bidder has stated that it will promptly announce on the Internet in German at https://corporate.thermofisher.com/en/offer.html?lang=de, in an English translation at http://corporate.thermofisher.com/en/offer.html/ and in the German Federal Gazette (Bundesanzeiger) if (i) an Offer Condition has been previously effectively waived, (ii) an Offer Condition has been fulfilled, (iii) all Offer Conditions have either been fulfilled or have been previously effectively waived or (iv) the Offer is not settled because one or more Offer Conditions became incapable of being timely satisfied. Likewise, the Bidder has stated in the Offer Document that it will promptly announce at the end of the Acceptance Period, as part of the publication according to Sec. 23 (1) no. 2 WpÜG, which of the Offer Conditions have been fulfilled by such time. According to the Offer Document, the Bidder will also make public announcements in accordance with the applicable rules, regulations and interpretations of the SEC.

For further details and other publications of the Bidder, especially pertaining to U.S. law, see sec. 21 of the Offer Document.

 

3.5	Acceptance of the Offer Outside Germany, The Netherlands and the Other Member States of the European Union, the European Economic Area and the United States of America

The Bidder points out in sec. 1.5 of the Offer Document that the acceptance of the Offer outside of Germany, The Netherlands and the other member states of the European Union and the European Economic Area or the United States may be subject to legal restrictions. QIAGEN Shareholders who come into possession of the Offer Document outside of Germany, The Netherlands and the other member states of the European Union and the European Economic Area or the United States and who wish to accept the Offer outside of Germany, The Netherlands and the other member states of the European Union and the European Economic Area or the United States, and/or who are subject to statutory provisions other than those of the member states of the European Union and the European Economic Area or the United States are advised to inform themselves of and to comply with the relevant applicable statutory provisions and, if necessary, to retain advice in this respect. According to sec. 1.5 of the Offer Document, the Bidder assumes no responsibility for acceptance of the Offer outside of Germany, The Netherlands and the other member states of the European Union and the European Economic Area and the United States being permissible under the relevant applicable statutory provisions.

 

		23

3.6	Relevance of the Offer Document

The selected information in sec. 3 of this Statement has been taken solely from the Offer Document of the Bidder and only summarizes certain important information set forth in the Offer Document. Thus, the description of the Offer in this Statement does not purport to be complete and this Statement should be read together with the Offer Document. For further information and details (in particular, details regarding the Offer Conditions, the Acceptance Period, the Additional Acceptance Period, the acceptance and implementation modalities and withdrawal rights), QIAGEN Shareholders should refer to the Offer Document. Only the provisions of the Offer Document are authoritative for the content and execution of the Offer. It is the sole responsibility of each QIAGEN Shareholder to take – to the extent required – all necessary steps and actions under or in connection with the Offer Document.

 

3.7	Material Terms and Conditions of the Offer

 

3.7.1

Offer Price

Subject to the terms and conditions set forth in the Offer Document, the Bidder offers to the QIAGEN Shareholders to acquire their QIAGEN Shares at the Offer Price of EUR 39.00 per QIAGEN Share, without interest.

The Offer Price per QIAGEN Share applies to all QIAGEN Shares, including all ancillary rights, in particular the entitlement to profits, existing at the time of Settlement. For the avoidance of doubt, the Offer also applies to the Fractional QIAGEN Shares, which are treated for purposes of the definition of QIAGEN Shares as one-twenty-seventh (1/27th) of a QIAGEN Share. The consideration per Fractional QIAGEN Share is one-twenty-seventh (1/27^th) of the Offer Price. Accordingly, the total amount that will be received by a holder of Fractional QIAGEN Shares in consideration of validly tendered Fractional QIAGEN Shares is EUR 39.00 divided by 27 multiplied by the number of validly tendered Fractional QIAGEN Shares.

Accepting holders of DTC Shares and accepting holders of Directly Registered Shares will receive U.S. dollars in exchange for such QIAGEN Shares upon the Settlement of the Offer. More details, including on the conversion of the Offer Price into U.S. dollars, can be found in sec. 4 of the Offer Document.

 

3.7.2

Acceptance Period and Additional Acceptance Period

The period for accepting the Offer began upon publication of the Offer Document on May 18, 2020 and will end on July 27, 2020, 24:00 hours (CEST) / 18:00 hours (New York local time) (such period, including all extensions resulting from provisions of the WpÜG (but excluding the Additional Acceptance Period described in sec. 5.3 of the Offer Document) as set out below the “Acceptance Period”).

The time limit for the acceptance of the Offer will be extended automatically in the following cases:

 

•

The Bidder may amend the Offer up to one working day (within the meaning of Sec. 21 (1) WpÜG) before the end of the Acceptance Period in accordance with Sec. 21 WpÜG. In the event of an amendment of the Offer pursuant to Sec. 21 WpÜG, the Acceptance Period pursuant to sec. 5.1 of the Offer Document will be extended by two weeks, i.e., until August 10, 2020, 24:00 hours (CEST) / 18:00 hours (New York local time), if publication of the amendment takes place within the last two weeks before the end of the Acceptance Period (Sec. 21 (5) WpÜG). This extension applies even if the amended Offer violates applicable law.

 

•

If a competing offer is made by a third party during the Acceptance Period for the Offer and if the Acceptance Period for the Offer expires prior to the end of the acceptance period for the competing offer, the Acceptance Period for the Offer will be extended to correspond to the end date of the acceptance period for the competing offer in accordance with Sec. 22 (2) WpÜG. This extension applies even if the competing offer is amended or prohibited or violates applicable laws and regulations.

 

		24

If a general meeting of QIAGEN is convened in connection with the Offer following publication of the Offer Document, the Acceptance Period will not be extended pursuant to Sec. 16 (3) WpÜG.

QIAGEN Shareholders that have accepted the Offer have certain withdrawal rights, as further described in sec. 17 of the Offer Document.

QIAGEN Shareholders that have not accepted the Offer within the Acceptance Period can, subject to Sec. 16 (2) sent. 2 WpÜG, still accept it within two weeks after publication of the results of the Offer by the Bidder according to Sec. 23 (1) sent. 1 no. 2 WpÜG (the “Additional Acceptance Period”), provided that none of the Offer Conditions described in sec. 3.7.3 of this Statement, and more fully in sec. 12 of the Offer Document, has definitively failed by the end of the Acceptance Period, except if such condition has been previously effectively waived.

Subject to any extension of the Acceptance Period in accordance with sec. 5.2 of the Offer Document, the Additional Acceptance Period will presumably begin on July 31, 2020 and end on August 13, 2020, 24:00 hours (CEST) / 18:00 hours (New York local time).

 

3.7.3

Offer Conditions

The Offer and the agreements which have come into existence as a result of accepting the Offer will only be settled if the offer conditions as contained in sec. 12 of the Offer Document (together the “Offer Conditions”) have been satisfied or effectively waived by the Bidder before the definitive non-fulfillment of the respective Offer Condition (each, a condition subsequent within the meaning of German law (auflösende Bedingung)). The Offer Conditions as set forth in sec. 12 of the Offer Document are summarized as follows:

 

(i)

at the end of the Acceptance Period, the sum of the QIAGEN Shares validly tendered into the Offer and not validly withdrawn, together with any QIAGEN Shares directly held by, or committed via a notice of guaranteed delivery (substantially in the form made available by the Bidder) to, Thermo Fisher or any of its Affiliates, amounting to at least 75% of QIAGEN’s issued and outstanding ordinary share capital (geplaatst en uitstaand gewoon kapitaal) – for the avoidance of doubt, excluding any QIAGEN Shares held by QIAGEN in treasury at the end of the Acceptance Period – at the end of the Acceptance Period;

 

(ii)

antitrust approvals in the United States, the European Union, China and the other jurisdictions set forth in sec. 11.1.4 of the Offer Document having been obtained between the publication of the Offer Document and July 27, 2021 (such date, the “Long Stop Date”; this condition, the “Antitrust Clearance Condition”); antitrust approvals shall be deemed to have been granted for the purposes of this Offer Condition if the relevant governmental authority (as described in sec. 8.2.15 of the Offer Document) has declared itself to be non-competent or has decided that registration of the Proposed Transactions with it is not required for other reasons, or has declared that the Proposed Transactions can be completed without its prior approval; with regard to South Korea, antitrust approvals shall also be deemed to have been granted for the purposes of this Offer Condition if the Korea Fair Trade Commission has granted “provisional” clearance upon reviewing the Bidder’s voluntary pre-acquisition “provisional” merger notification;

 

(iii)

no adverse recommendation change (as described in sec. 8.2.3 of the Offer Document) in relation to an intervening event as described in sec. 8.2.14 of the Offer Document or a competing offer as described in sec. 8.2.14 of the Offer Document (a “Competing Offer”), having been made by the Managing Board or the Supervisory Board between the publication of the Offer Document and the end of the Acceptance Period (an “Adverse Recommendation Change”);

 

(iv)

the number of QIAGEN Shares (including outstanding Fractional QIAGEN Shares but, for the avoidance of doubt, excluding any Treasury Shares) issued and outstanding at the end of the Acceptance Period not exceeding 230,253,368;

 

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(v)

between the publication of the Offer Document and the end of the Acceptance Period, (A) no QIAGEN Shares having been issued and no rights to receive QIAGEN Shares having been granted by QIAGEN to a third party other than Thermo Fisher, the Bidder Top Up Affiliate or the Bidder (other than pursuant to QIAGEN Equity Plans or QIAGEN’s outstanding warrants), and (B) QIAGEN or its legal representatives have neither publicly announced nor notified Thermo Fisher or the Bidder, nor has the Bidder or Thermo Fisher otherwise obtained knowledge, that any of the events mentioned in the preceding clause (A) has occurred;

 

(vi)

the general meeting of QIAGEN not having adopted any resolutions, other than the Resolutions, regarding any increase of the share capital, any split or consolidation of QIAGEN Shares, any change of the rights pertaining to QIAGEN Shares or the nature of the QIAGEN Shares or any amendment of QIAGEN’s articles of association between the publication of the Offer Document and the end of the Acceptance Period;

 

(vii)

adoption of the Back-End Resolution by the general meeting of QIAGEN between the publication of the Offer Document and the end of the Acceptance Period;

 

(viii)

between the publication of the Offer Document and the end of the Acceptance Period, no injunction, judgment, decree, order or other determination has been issued by, and no law has been enacted by, any governmental authority (as described in sec. 8.2.15 of the Offer Document) of competent jurisdiction that remains in force and effect immediately before the end of the Acceptance Period, which prohibits the consummation of the Offer, the Merger and Liquidation, the Asset Sale and Liquidation or the grant or exercise of the Top Up Option, in whole or in part;

 

(ix)

between the publication of the Offer Document and the end of the Acceptance Period, (A) QIAGEN not being subject to a voluntary or involuntary liquidation, administration order, suspension of payments or any other insolvency proceeding in any jurisdiction, and (B) QIAGEN or its legal representatives not having publicly announced nor notified Thermo Fisher or the Bidder, nor have the Bidder or Thermo Fisher otherwise obtained knowledge, that any of the events mentioned in the preceding clause (A) has occurred;

 

(x)

no material adverse effect (as described in sec. 12.8 of the Offer Document) with respect to the QIAGEN Group between the publication of the Offer Document and the end of the Acceptance Period; and

 

(xi)

no material compliance violation (as described in sec. 12.9 of the Offer Document) by a member of the QIAGEN Group between the publication of the Offer Document and the end of the Acceptance Period.

The Bidder will seek to complete the merger control procedures (see secs. 11.1 and 11.2 of the Offer Document) by the Long Stop Date. If one or more of the Offer Conditions has not been timely satisfied and the Bidder did not previously effectively waive such condition, the Offer will lapse and the agreements which have been entered into as a result of the acceptance of the Offer will cease to exist and not be consummated.

The Settlement will occur if all Offer Conditions except for the Antitrust Clearance Condition have been satisfied or previously effectively waived by the end of the Acceptance Period, and the Antitrust Clearance Condition is met at any time on or before the Long Stop Date.

For further details of the Offer Conditions please see secs. 12.1 to 12.10 of the Offer Document.

 

3.7.4

Waiver of Offer Conditions

The Bidder may waive all or individual Offer Conditions to the extent permissible pursuant to Sec. 21 (1) WpÜG prior to the end of the Acceptance Period, provided such condition did not already become incapable of being satisfied. The previous effective waiver is equivalent to the fulfilment of the relevant Offer Condition.

 

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Any previous effective waiver of an Offer Condition constitutes an amendment to the Offer. The Bidder is obliged to publish any amendment to the Offer, and therefore also a previous effective waiver of any Offer Condition, without undue delay in accordance with Sec. 21 (2) sent. 1 in connection with 14 (3) sent. 1 WpÜG. In the event an amendment to the Offer is published within the last two weeks prior to the end of the Acceptance Period, the Acceptance Period will be automatically extended by two weeks pursuant to Sec. 21 (5) WpÜG. In the event of a previous effective waiver of any Offer Condition, QIAGEN Shareholders that have accepted the Offer prior to the publication of the amendment of the Offer may withdraw within the Acceptance Period from the agreements that have come into existence as a result of accepting the Offer pursuant to Sec. 21 (4) WpÜG.

In the Business Combination Agreement, Thermo Fisher and QIAGEN agreed that the Bidder may waive the Offer Conditions described in sec. 3.7.3 sub-secs. (i), (iii) (if the Adverse Recommendation Change is made in relation to a Competing Offer) and (viii) of this Statement, only with the prior written consent of QIAGEN.

For further details on the possible previous waiver of Offer Conditions and the legal consequences in the event of a lapse of the Offer, reference is made to sec. 12.11 of the Offer Document.

 

3.7.5

Governing Law

According to sec. 23 of the Offer Document, the Offer is subject to German law and is being implemented in accordance with the provisions of WpÜG and U.S. securities laws. Furthermore, (i) every contract entered into as a result of the acceptance of the Offer by QIAGEN Shareholders tendering Clearstream Shares will be exclusively subject to and construed in accordance with German law and the exclusive jurisdiction is, to the extent legally permissible, Frankfurt am Main, Germany; (ii) the acceptance of the Offer by QIAGEN Shareholders tendering DTC Shares or Directly Registered Shares will be exclusively subject to and governed by the laws of the United States and the jurisdiction competent in accordance with the applicable laws of the United States (and the states thereof); and (iii) information to be provided to the employees of QIAGEN and questions pertaining to corporate law as it concerns QIAGEN, including the conditions under which the QIAGEN Boards may undertake any action that might result in the frustration of the Offer, are governed by the laws of The Netherlands, in particular the Dutch Offer Rules and Dutch corporate law.

 

3.8	Financing of the Offer

According to sec. 14.2 of the Offer Document, the Bidder has taken the necessary measures to ensure that the funds necessary for complete fulfillment of the costs of the Offer will be available to it in due time. According to the information given by the Bidder in sec. 14.1 of the Offer Document, the maximum costs for the Offer amount to a maximum of EUR 9,144,796,310 (not including transaction costs borne and paid by Thermo Fisher) and all estimated transaction costs (as described in sec. 15.1.2(b) of the Offer Document) will be borne and paid by Thermo Fisher. Further information on the financing measures are described in sec. 14.2 of the Offer Document.

According to sec. 14.3 of the Offer Document, J.P. Morgan Securities plc (Frankfurt Branch), with its registered office in Frankfurt am Main, and Morgan Stanley & Co. International plc, with its registered office in London, United Kingdom, have confirmed in writing in accordance with Sec. 13 (1) sent. 2 WpÜG that the Bidder has taken the necessary measures to ensure that it has at its disposal, at the time the cash consideration is due, the funds necessary for complete fulfillment of the Offer. These financing confirmations are attached to the Offer Document as annex 3 thereto. The QIAGEN Boards have no reason to doubt the validity of the financing confirmation issued by J.P. Morgan Securities plc (Frankfurt Branch) and Morgan Stanley & Co. International plc.

 

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3.9	Stock-Exchange Trading in Tendered QIAGEN Shares

According to sec. 13.1.8 of the Offer Document, the Bidder will make the tendered Clearstream Shares (the “Tendered Clearstream Shares”) tradable on the regulated market of the FSE (Prime Standard) under ISIN NL0014676538. Clearstream Shares not tendered into the Offer will continue to be traded under ISIN NL0012169213. Trading on the regulated “as-tendered” market of the FSE is expected to start on the third Banking Day after the commencement of the Acceptance Period and end at the close of the FSE trading on the day on which a publication is made that all Offer Conditions have been met or effectively waived in advance.

There will be no stock market trading of DTC Shares or Directly Registered Shares that have been tendered into the Offer. QIAGEN Shareholders who hold Directly Registered Shares or hold DTC Shares and who wish to have the ability to trade tendered QIAGEN Ordinary Shares on the regulated “as-tendered” market of the FSE should promptly contact their bank, broker, dealer or other nominee to effect a transfer of their QIAGEN Ordinary Shares from the DTC system or the transfer agent, as applicable, to the Clearstream system prior to tendering their QIAGEN Ordinary Shares into the Offer as described in sec. 13.2.8 of the Offer Document. The Bidder advises holders of Directly Registered Shares and holders of DTC Shares to allow for sufficient time for the transfer of such QIAGEN Shares to the Clearstream system.

For further details of the stock-exchange trading reference is made to secs. 13.1.8 and 13.2.8 of the Offer Document.

 

4	EVALUATION OF THE OFFER

 

4.1	Background to the Offer

Chronicles of the Business Contacts

The following chronology summarizes the key contacts and events between representatives of QIAGEN and representatives of Thermo Fisher, and between representatives of QIAGEN and representatives of other potential parties to a strategic transaction during the period preceding the signing of the Business Combination Agreement entered into between QIAGEN and Thermo Fisher (the “Business Combination Agreement”) and the announcement of the decision to launch the Offer, each as of March 3, 2020. The following description does not purport to catalogue every conversation among representatives of QIAGEN, Thermo Fisher or other third parties. For a review of Thermo Fisher’s additional key activities that led to the signing of the Business Combination Agreement, please refer to sec. 8.1.2 of the Offer Document.

As part of the ongoing oversight and evaluation of QIAGEN’s business, the Managing Board and the Supervisory Board, together with its senior management, regularly review and evaluate opportunities intended to enhance the value of QIAGEN for the benefit of its shareholders and other stakeholders. These reviews have included periodic consideration of potential strategic transactions, including potential strategic partnerships, investments in research and development, entry into new market segments and lines of business, acquisition opportunities and consideration of potential strategic combinations.

On October 7, 2019, QIAGEN issued a series of ad hoc announcements followed by press releases to announce important business and leadership developments. These included an ad hoc announcement followed by a press release announcing that Peer M. Schatz had notified QIAGEN that, after 27 years at QIAGEN, he had decided to step down as Chief Executive Officer. Thierry Bernard, Senior Vice President, was appointed Interim CEO (and was proposed for appointment as CEO in March 2020).

On that same day, QIAGEN also issued an ad hoc announcement followed by a press release announcing preliminary sales results for the third quarter of 2019, as well as an ad hoc announcement followed by a press release to announce measures to prioritize resource allocation to the most attractive growth opportunities in its Sample to Insight portfolio, in particular in light of a new orientation for its clinical next-generation sequencing (“NGS”) activities due to a new partnership that was announced with Illumina,

 

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Inc. In terms of results for the third quarter of 2019, QIAGEN announced that it expected preliminary total net sales growth of about 3% at constant exchange rates (“CER”) compared to the outlook for about 4% to 5% CER growth, mainly due to significantly weaker-than-expected developments in China.

On October 16, 2019, the Chairman of the Supervisory Board, Dr. Håkan Björklund, and Mr. Bernard, received a letter from a company (“Party A”) expressing a non-binding interest in acquiring QIAGEN. Party A proposed an offer price of $36.00 per QIAGEN Share in cash and requested to perform due diligence on QIAGEN. It furthermore indicated that it was interested in completing a transaction on an expedited basis.

On October 17, 2019, Marc Casper, the President and Chief Executive Officer of Thermo Fisher and Chairman of the Thermo Fisher Board of Directors, called Dr. Björklund. Mr. Casper stated that Thermo Fisher was interested in engaging in discussions to acquire QIAGEN and that Dr. Björklund should expect to receive a preliminary non-binding acquisition proposal shortly. Dr. Björklund stated that any such proposal would need to be discussed with the Supervisory Board.

On that same day, the financial advisor of a company (“Party B”) contacted Jean-Pascal Viola, Senior Vice President, Head of Corporate Business Development, by phone expressing a non-binding interest in acquiring QIAGEN. At the time, Mr. Viola indicated that he would pass along the outreach to Dr. Björklund. Later that day, Mr. Viola had another brief call with the representative to iterate that Party B was free to provide a written proposal.

On October 18, 2019, an executive of Party B contacted Mr. Viola by email requesting a phone call with QIAGEN’s management to discuss a possible strategic transaction with QIAGEN but did not submit a written proposal. Mr. Viola responded by stating that QIAGEN did not see the need for any management discussions at the time in the absence of a concrete proposal.

On that same day, Thermo Fisher submitted a preliminary, non-binding offer to acquire QIAGEN at a price of $36.00 per QIAGEN Share in cash with no financing contingency, subject to the completion of due diligence.

On October 22, 2019, at the request of the Supervisory Board and Managing Board, representatives of Goldman Sachs International (“Goldman Sachs”) and Barclays Bank PLC (“Barclays”), the financial advisors of QIAGEN, met with Dr. Björklund, Mr. Bernard and Roland Sackers, the Chief Financial Officer of QIAGEN, to discuss the aforesaid indications of interest received from Party A, Party B and Thermo Fisher, and Goldman Sachs and Barclays reviewed their preliminary financial analyses of QIAGEN with the QIAGEN participants.

At this meeting, representatives of De Brauw Blackstone Westbroek (“De Brauw”), Dutch counsel to QIAGEN reiterated the applicable fiduciary duties in evaluating such indications of interests. As QIAGEN is a company organized under the laws of The Netherlands, the applicable fiduciary duties derive from Dutch law, and not the laws of any other jurisdiction, such as the state of Delaware.

On October 30, 2019, the Supervisory Board held a meeting with Mr. Bernard and Mr. Sackers in attendance, as well as representatives of Goldman Sachs and Barclays. At this meeting, the initial proposals by Party A and Thermo Fisher and the expression of interest from Party B were discussed. The Supervisory Board found these non-binding offers and the expression of interest insufficiently appealing to consider a transaction at the time, but determined that QIAGEN remained open to further discuss proposals which accurately reflected its standalone value. Furthermore, the Supervisory Board determined that in this context, a potential sale of QIAGEN should not only be governed by pricing aspects but also by the interests of other relevant stakeholders, such as QIAGEN employees, as required by the fiduciary duties of the QIAGEN Boards under applicable Dutch law.

Following that meeting, Dr. Björklund contacted Party A, Party B and Thermo Fisher. He conveyed the message to Party A and Thermo Fisher that the offer price of $36.00 was far below the standalone value of QIAGEN. Furthermore, Dr. Björklund contacted the CEO of Party B, who confirmed the interest of Party B, but indicated that it would not be prepared to send a more concrete offer at that time. Dr. Björklund suggested to Party B that it should send a written offer should it be seriously interested to start transaction discussions.

 

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On November 5, 2019, Thermo Fisher submitted a revised, non-binding proposal to acquire QIAGEN for $40.00 per QIAGEN Share in cash with no financing contingency (the “November 5^th Thermo Fisher Proposal”). The November 5^th Thermo Fisher Proposal was subject to QIAGEN entering into an exclusivity agreement requiring it to negotiate exclusively with Thermo Fisher for a three-week period during which Thermo Fisher was prepared to complete due diligence and negotiate definitive transaction documents.

On November 6, 2019, the Supervisory Board held a telephonic meeting with Mr. Bernard and Mr. Sackers in attendance, as well as representatives of Goldman Sachs and Barclays, to discuss the November 5^th Thermo Fisher Proposal. The Supervisory Board decided to reject it, but to invite Thermo Fisher to a top management meeting to further explore common ground for a transaction. Furthermore, the Supervisory Board discussed, with the assistance of representatives of Goldman Sachs and Barclays, whether other potential parties would be interested in a transaction involving QIAGEN. Following these discussions, the Supervisory Board instructed representatives of Goldman Sachs and Barclays to gauge interest from other parties believed to have both the strategic and financial capacity to explore a possible transaction with QIAGEN and the ability to move quickly.

On November 7, 2019, Mr. Casper contacted Dr. Björklund by telephone to continue the discussion regarding the potential acquisition of QIAGEN by Thermo Fisher. Dr. Björklund told Mr. Casper that QIAGEN was unwilling to provide exclusivity at such time.

On November 8, 2019, at the direction of the Supervisory Board, representatives of Goldman Sachs and Barclays contacted several parties to discuss interest in potentially acquiring QIAGEN.

On that same day, Mr. Casper and Dr. Björklund spoke by telephone about next steps in exploring a possible transaction, including entry into a non-disclosure agreement and a proposed due diligence plan.

On November 11, 2019, Mr. Casper provided Dr. Björklund with a list of discussion topics for potential management meetings, and on November 13, 2019, Thermo Fisher and QIAGEN executed a non-disclosure agreement that contained a standstill that would terminate automatically in certain circumstances.

On November 13, 2019, following execution of the non-disclosure agreement, there were reports in the press that Thermo Fisher was considering an acquisition of QIAGEN.

On November 14, 2019, following the contact between representatives of Goldman Sachs and Barclays with several interested parties, Dr. Björklund received a letter from a company (“Party C”). Party C expressed its interest in acquiring QIAGEN and submitted an indicative preliminary non-binding proposal with an offer price range of $40.00 to $44.00 per QIAGEN Share in cash. Furthermore, Party C stated that it would expect to have a customary period of due diligence with appropriate access to QIAGEN’s management and information.

On November 15, 2019, the Supervisory Board held a telephonic meeting with Mr. Bernard and Mr. Sackers in attendance as well as representatives of Goldman Sachs and Barclays. At this meeting, the Supervisory Board discussed, with the assistance of its financial advisors, the submission of the indicative preliminary non-binding proposal by Party C. The Supervisory Board determined that the indicated price range justified a top management meeting with Party C to be held on November 19, 2019 to further explore common ground for a transaction with Party C. It was furthermore determined that a top management meeting between QIAGEN and Thermo Fisher would take place on November 18, 2019.

Promptly following that telephonic meeting on November 15, 2019, QIAGEN issued an ad hoc announcement followed by a press release stating that it had begun a review of potential strategic alternatives after receiving several conditional, non-binding indications of interest for the acquisition of QIAGEN and was beginning discussions with interested parties.

On that same day, QIAGEN executed an engagement letter with Goldman Sachs.

 

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On November 15, 2019, Barclays provided QIAGEN with disclosure regarding Barclays’ relationships with QIAGEN and various potential bidders, including Thermo Fisher. Such disclosure included information regarding the potential adjustment, cancellation or termination of the Bond Hedge and Warrant Transactions 2024.

On November 18, 2019, members of QIAGEN’s management presented to Thermo Fisher’s management team information concerning, among other things, QIAGEN’s internal management structure, portfolio and business strategy.

On that same day, QIAGEN and Party C executed a non-disclosure agreement that contained a standstill that would terminate automatically in certain circumstances.

On November 19, 2019, members of QIAGEN’s management presented to Party C’s management team information concerning, among other things, QIAGEN’s internal management structure, portfolio and business strategy.

On that same day, the Supervisory Board held a meeting with Mr. Bernard and Mr. Sackers in attendance. At this meeting, the Supervisory Board discussed the management meetings with Thermo Fisher and Party C that had just taken place. It was reported that both parties were requested to revert with updated proposals by November 21, 2019. The participants of the meeting determined that it would be too early to value the indications of interest at this point and to reconvene on November 21, 2019 to review any updated proposals.

On November 20, 2019, QIAGEN executed an engagement letter with Barclays, which included a consent regarding the Bond Hedge and Warrant Transactions 2024 and the disclosure previously provided thereto.

On that same day, Dr. Björklund indicated to Mr. Casper that Thermo Fisher would need to increase its offer price. Mr. Casper confirmed Thermo Fisher’s continued interest in acquiring QIAGEN to Dr. Björklund and stated that Thermo Fisher would be submitting a revised proposal.

On November 21, 2019, Thermo Fisher submitted a revised, non-binding proposal to acquire QIAGEN for $41.50 per QIAGEN Share in cash with no financing contingency (the “November 21^st Thermo Fisher Proposal”). The November 21^st Thermo Fisher Proposal was subject to QIAGEN entering into an exclusivity agreement requiring it to negotiate exclusively with Thermo Fisher for a five-day period during which Thermo Fisher would be prepared to complete its due diligence and negotiate transaction documents.

On that same day, the Managing Board and the Supervisory Board held a telephonic meeting, which was attended by representatives of QIAGEN’s legal and financial advisors. At this meeting, representatives of Goldman Sachs and Barclays informed the QIAGEN participants that Thermo Fisher had submitted the November 21^st Thermo Fisher Proposal. They also stated that Party C had not yet submitted an updated proposal, but that it had reiterated its strong interest in acquiring QIAGEN, subject to another management meeting and additional due diligence. After discussion, the Managing Board and Supervisory Board decided to respond to Thermo Fisher that the offer consideration was inadequate and that QIAGEN required a better understanding of regulatory aspects of the potential transaction. Lastly, it was determined that continued discussions with all current parties was desirable at this stage. Therefore, QIAGEN management and the financial advisors were directed to pursue further discussions with all parties in order to allow the Managing Board and Supervisory Board to evaluate the various proposals as well as the standalone value of QIAGEN, taking into account offer price, regulatory aspects and the interests of all relevant stakeholders.

Following a telephonic discussion on November 22, 2019 between Mr. Casper and Dr. Björklund, Thermo Fisher submitted a further revised, non-binding proposal to acquire QIAGEN for $43.00 per QIAGEN Share in cash with no financing contingency subject to QIAGEN entering into an exclusivity agreement requiring it to negotiate exclusively with Thermo Fisher for a one week period (the “November 22^nd Thermo Fisher Proposal”). Dr. Björklund indicated that QIAGEN was not prepared to grant exclusivity at that time, but was willing to move forward in discussions with Thermo Fisher regarding potential terms of a transaction.

 

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From November 22, 2019 through December 10, 2019, representatives of Thermo Fisher and QIAGEN, including representatives of Wachtell, Lipton, Rosen & Katz (“Wachtell Lipton”), counsel to Thermo Fisher, and De Brauw engaged in a series of discussions regarding a possible transaction, including the regulatory approval process and related commitments of the parties, the various legal requirements applicable to the offer as a result of QIAGEN being a Dutch company with listings in the United States and Germany and other potential transaction terms. The representatives of Thermo Fisher and QIAGEN did not reach mutual agreement on the transaction terms during this time.

On November 24, 2019, the Managing Board and the Supervisory Board held a telephonic meeting, which was attended by representatives of Goldman Sachs and Barclays. At this meeting, financial advisors informed the QIAGEN Boards that Party C had orally reconfirmed its interest, but had indicated that it required more time to come up with an updated proposal. A phone call lasting several hours was planned for November 25, 2019 between the management teams of QIAGEN and Party C, and to be followed by an updated indication of interest by Party C by November 27, 2019. Furthermore, the QIAGEN Boards discussed the November 22^nd Thermo Fisher Proposal.

On November 25, 2019, a conference call was held between the management teams of QIAGEN and Party C to provide Party C with an opportunity to learn more about the operations of QIAGEN, its product portfolio and organizational structures.

On that same day, after the management calls with Party C, the Managing Board and the Supervisory Board held a telephonic meeting with Mr. Bernard in attendance. Mr. Bernard reported that the QIAGEN management team had had a constructive phone discussion with Party C. Furthermore, QIAGEN’s participants discussed the request for exclusivity made by Thermo Fisher and the November 22^nd Thermo Fisher Proposal. The Supervisory Board, Mr. Bernard and Mr. Sackers determined that it was in the best interest of QIAGEN to decline exclusivity at this point in time to remain open to discussions with Party C, as a revised offer from Party C was expected. Additionally, it was reaffirmed to ask Party C to provide an updated indication of interest by November 27, 2019.

Also on November 25, 2019, Dr. Björklund received a letter from a company (“Party D”). Party D expressed its preliminary interest in combining its business with QIAGEN and noted that the offer consideration could consist of up to 50% cash and 50% of Party D’s common equity.

On November 26, 2019, Goldman Sachs informed QIAGEN of certain of its relationships with Party D, and that, as a result of such relationships, Barclays would lead discussions between the financial advisors, QIAGEN and Party D. QIAGEN involved Moelis & Company LLC (“Moelis”) as an additional financial advisor, primarily in respect of any discussions between QIAGEN and Party D.

Also on November 26, 2019, Party D followed up on its letter of November 25, 2019, and submitted a non-binding offer of $42.50 per QIAGEN Share in cash and stock (the “November 26^th Party D Proposal”). Party D stated that it had based its offer on public information only and that it was therefore preliminary and non-binding.

On November 27, 2019, Goldman Sachs provided QIAGEN with disclosure regarding the potential adjustment, cancellation or termination of the Bond Hedge and Warrant Transactions 2023.

On that same day, Party C conveyed to representatives of Goldman Sachs and Barclays that it was withdrawing itself from discussions regarding the acquisition of QIAGEN.

On November 28, 2019, the Managing Board and the Supervisory Board held a telephonic meeting with Mr. Bernard in attendance as well as representatives of QIAGEN’s financial and legal advisors. Dr. Björklund reported that Party C had declined interest in potentially acquiring QIAGEN. The Managing Board and Supervisory Board discussed that negotiations with Thermo Fisher were ongoing at this time. The Managing Board and Supervisory Board, with the assistance of Barclays and QIAGEN’s legal advisors, reviewed background information on Party D and discussed the November 26^th Party D Proposal, including the financial capacity of Party D. Moreover, it was agreed that both the November 22^nd Thermo Fisher Proposal and the November 26^th Party D Proposal should be reviewed further and a meeting with management of Party D should be scheduled.

 

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From December 2, 2019 through December 24, 2019, Party D and QIAGEN conducted a due diligence investigation of each other, including review of relevant documents and calls and meetings among management of both companies.

On December 2, 2019, the QIAGEN management met with senior leaders of Party D in New York City to give a presentation. The discussions covered many of the same topics as the meetings with Thermo Fisher and Party C.

On December 4, 2019, the Supervisory Board held a meeting with Mr. Bernard and Mr. Sackers in attendance. At this meeting, the proposals received to date and the process going forward were discussed. Representatives of Goldman Sachs and Barclays reviewed with the Supervisory Board their preliminary financial analyses of QIAGEN, and Barclays additionally reviewed with the Supervisory Board its preliminary financial analyses of the November 26^th Party D Proposal. The Supervisory Board considered the November 26^th Party D Proposal a serious and interesting opportunity and requested further discussions on potential synergies which should be considered in a management meeting between Party D and QIAGEN. Furthermore, representatives of Linklaters LLP (“Linklaters”), QIAGEN’s German counsel, and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. (“Mintz”), QIAGEN’s U.S. counsel, gave an update of the current discussions between QIAGEN and Thermo Fisher. The Supervisory Board decided to move ahead on the discussions with Thermo Fisher to further discuss the terms regarding a possible transaction, including the regulatory approval process and related commitments of the parties.

On December 6, 2019, QIAGEN and Party D executed a non-disclosure agreement that contained a standstill that would terminate automatically in certain circumstances.

On that same day, Barclays provided additional disclosure to QIAGEN regarding the potential termination of the Bond Hedge and Warrant Transactions 2024.

On December 10, 2019, at the direction of the QIAGEN Boards, representatives of Goldman Sachs and Barclays contacted representatives of Thermo Fisher and informed them that QIAGEN would discontinue discussions due to the inability to reach a mutual agreement at that time.

On that same day, QIAGEN and Party D held a telephonic meeting to review the business activities, product portfolio, scope of global operations and organizational structures of both companies, and additional potential opportunities that could arise out of a business combination.

On December 11, 2019, the Managing Board and the Supervisory Board held a telephonic meeting with Mr. Bernard in attendance. Dr. Björklund reported that discussions with Thermo Fisher had come to a standstill. Mr. Bernard indicated that discussions with Party D were ongoing in the meantime, and an in-person management meeting had been scheduled for December 13, 2019.

On December 13, 2019, senior leaders of QIAGEN and Party D held a meeting in which each company presented their operations, product portfolio, organizational structures and management philosophy.

On December 15, 2019, the Managing Board and the Supervisory Board held a telephonic meeting with Mr. Bernard as well as representatives of Goldman Sachs and Barclays in attendance. Representatives of Barclays reviewed with the QIAGEN participants its preliminary financial analyses of the November 26^th Party D Proposal. The QIAGEN participants then reviewed and discussed this proposal that was based on a 25% cash / 75% stock offer. It was noted by the QIAGEN participants that a combination with Party D could be beneficial to the QIAGEN Shareholders and other QIAGEN stakeholders. However, a transaction with Party D would require much more in-depth due diligence. The QIAGEN participants furthermore discussed at this meeting a timeline toward a possible signing of a transaction, which was tentatively envisaged for January 13, 2020, subject to satisfactory due diligence and further discussions with Party D.

On December 20, 2019, QIAGEN executed an engagement letter with Moelis.

On December 23, 2019, the CEO of Party D contacted Dr. Björklund and submitted a revised non-binding offer of $35.00 per QIAGEN Share in cash and stock (the “December 23^rd Party D Proposal”).

 

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