QIAGEN N.V. has announced the successful completion of its acquisition of Digene Corporation.
QIAGEN completed the acquisition through a tender offer and subsequent merger of Digene with and into a wholly owned subsidiary of QIAGEN. At the completion of the merger, Digene will become a wholly owned subsidiary of QIAGEN's affiliate QIAGEN North American Holdings, Inc.
Peer M. Schatz, Chief Executive Officer of QIAGEN said, "We are pleased with the overwhelming support from both QIAGEN and Digene shareholders and believe their commitment is a testament to the significant benefits this combination creates. We are gratified by the vote of confidence of Digene shareholders who tendered more than 94% of all Digene shares in the tender offer. That 90% of the shares tendered expressed a preference to receive QIAGEN stock in exchange demonstrates great confidence in the upside potential of the combined company. We are excited that this transaction has been completed as we believe it represents a great opportunity for our shareholders, employees and the future of our Company. On behalf of QIAGEN's management and Supervisory Board, I would like to thank both QIAGEN's and Digene's shareholders and our now combined Company's dedicated employees. We look forward to a quick and smooth integration and to maximizing the value of our leadership position."
As a result of the merger, each outstanding share of Digene common stock not validly tendered and accepted for payment in the tender offer was converted into the right to receive, at the Digene shareholder's election, either US$61.25 in cash or 3.545 shares of QIAGEN stock, subject to pro-ration so that the total consideration issued for Digene stock consists of 55% cash and 45% QIAGEN stock. The merger consideration and election procedure are the same as were offered in the tender offer and will take up to 60 days to complete. QIAGEN will announce the proration calculations for shares exchanged in the tender offer when such calculations are completed which we expect to be on or about Thursday, August 2, 2007.
Shareholders who continue to hold Digene shares at the time of the merger and who fulfill certain other requirements of Delaware law will have appraisal rights in connection with the merger.
Effective after the close of market today, trading in Digene common stock on the NASDAQ stock market ceased.
In connection with the transaction, Goldman, Sachs & Co. acted as exclusive financial adviser to QIAGEN, and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C., De Brauw Blackstone Westbroek, and Freshfields Bruckhaus Deringer were legal counsel. JP Morgan acted as exclusive financial adviser to Digene, and Ballard, Spahr, Andrews & Ingersoll, LLP were legal counsel.