QIAGEN announces second offer extension for the acquisition of shares in Exiqon A/S

Offer for DKK 18 per share remains valid until 20 June 2016

06-Jun-2016 - Netherlands

Qiagen N.V. announced another extension of the Offer Period for the acquisition of Exiqon A/S, a world leader in RNA technology. On 18 April 2016, QIAGEN N.V. had published a conditional, voluntary public tender offer for the shares in Exiqon A/S, in which the shareholders were offered a cash amount of DKK 18 for each share held in Exiqon A/S. This Offer Period had been extended on 19 May 2016, its terms and conditions remained unchanged.

In accordance with the Offer, the extended Offer Period expired yesterday on 2 June 2016 at 23.59 (CET). QIAGEN N.V. has in total received acceptances from shareholders in Exiqon A/S representing 89.21 % of the share capital and voting rights in Exiqon A/S. In accordance with the conditions of the Offer and section 9 of the Danish Takeover Order no. 562 of 2 June 2014 QIAGEN N.V. has decided to extend the Offer Period one more time. Consequently, the Offer is valid as of 19 April 2016 and expires on 20 June 2016 at 23:59 (CET).

"We have made a compelling and fair offer that is not only appreciated by Exiqon’s board of directors and its largest shareholders”, said Peer Schatz, CEO of QIAGEN N.V. “During the first extension period, additional retail shareholders also have recognized that the offer values the company appropriately and have tendered their shares. We extend the offer one more time and trust that in the end we will reach the 90 % acceptance rate necessary to complete the transaction.”

As described in the Offer Document, Mr. Lars Kongsbak and Mr. Hans Henrik Christensen, members of Exiqon’s executive management, hold in aggregate 4,021,959 warrants in Exiqon A/S convertible into the same number of shares in Exiqon A/S. These warrants are expected to vest immediately upon a completion of the Offer and can either be settled in cash or in shares, depending on the decision made by the board of directors. QIAGEN N.V. has received irrevocable undertakings from both Mr. Kongsbak and Mr. Christensen, stating that they will tender any newly issued shares to QIAGEN N.V. at the Offer Price in case the board of directors decides that such warrants should be settled in shares. Consequently, QIAGEN N.V. is in the process of reaching an agreement with Exiqon A/S that entitles QIAGEN N.V. to demand that such warrants are settled in shares.

In case QIAGEN N.V. reaches such an agreement with Exiqon A/S, QIAGEN N.V. reserves to lower its 90 % acceptance condition and complete the Offer with a lower acceptance ratio than 90 % as a share settlement of the warrants, if any, will have the effect that QIAGEN N.V. will hold above 90 % of the shares and votes in Exiqon A/S once the warrants are settled. QIAGEN N.V. will announce the preliminary result of the Offer through the Danish FSA, NASDAQ Copenhagen and through electronic media no later than eighteen hours after expiry of the Offer Period, i.e. on 21 June 2016. QIAGEN N.V. will announce the final result of the Offer on or before 24 June 2016, which is three days after the completion of the Offer.

https://www.bionity.com/en/news/158369/qiagen-announces-second-offer-extension-for-the-acquisition-of-shares-in-exiqon-a-s.html