QIAGEN to acquire Ipsogen

QIAGEN N.V. (NASDAQ: QGEN; Frankfurt, Prime Standard: QIA) has made an offer and entered into exclusive negotiations to purchase a 47% initial stake in Ipsogen S.A. (Alternext: ALIPS) and subsequently make a public offer to fully acquire a global leader in molecular profiling and personalized healthcare diagnostics for a broad range of hematological (blood) cancers.

The acquisition of Ipsogen, a publicly listed company founded in 1999 and based in Marseilles, France, would provide QIAGEN access to a broad range of assays covering 15 biomarkers used worldwide for the diagnosis, prognosis and monitoring of patients with various blood cancers. Many of these assays also are used as companion diagnostics in personalized healthcare to make and guide treatment decisions.

Almost all of Ipsogen's assays have CE-IVD Marking in Europe and can be used on QIAGEN's Rotor-Gene Q real-time PCR system, which will enable the smooth and rapid transfer of these unique products onto QIAGEN's QIAsymphony RGQ, a novel integrated sample-to-result laboratory automation platform that includes the Rotor-Gene Q system.

"The acquisition of Ipsogen would further expand our global leadership in molecular assays for profiling and personalized healthcare," said Peer Schatz, Chief Executive Officer of QIAGEN N.V. "Ipsogen's molecular cancer profiling and personalized healthcare assays are clearly setting standards for the diagnosis and monitoring of many types of blood cancers as well as the selection and guidance of therapies. This portfolio would further increase our leading position in profiling assays, as well as in companion diagnostics for personalized healthcare, helping to improve the treatment of many diseases and addressing unmet medical needs."

QIAGEN's leadership in companion diagnostics for personalized healthcare is driven by more than 20 molecular diagnostic assays available in select regions of the world as well as more than 15 projects under way with pharmaceutical companies.

Ipsogen, which has approximately 70 employees at sites in France and the United States, reported 24% net sales growth in 2010 to €8.4 million (approximately $11 million) from a group of more than 400 active customers around the world. More than 40% of net sales were reinvested during 2010 into R&D activities.

All three managing cofounders - Vincent Fert (Chief Executive Officer), Stéphane Debono (Chief Operating Officer) and Fabienne Hermitte (R&D and Regulatory Affairs Senior Director) - are expected to stay with QIAGEN following the acquisition and contribute to the combined future mission.

"Ipsogen has created a portfolio of molecular assays that are advancing treatment standards for patients with blood cancers, and we are now moving forward in creating new products to support women with breast cancer," said Vincent Fert, Chief Executive Officer of Ipsogen S.A. "As part of QIAGEN, we believe our efforts would be accelerated and benefit from an industry-leading company and could offer even greater options to patients and healthcare providers around the world."

Ipsogenprovides significant expertise in molecular diagnostics for blood cancers

Ipsogen is a pioneer in developing and marketing a range of cancer profiling and personalized healthcare diagnostics that help map diseases and guide the decisions of physicians and patients in the area of blood cancers. These advanced diagnostics provide significant benefits, particularly to patients by improving standards of care as well as to healthcare payors by optimizing overall treatment costs. These tests also provide advantages to physicians by enabling them to personalize therapeutic strategies, while pharmaceutical companies can optimize development of new medicines to target patients most likely to benefit.

Ipsogen's tests are based on the same PCR quantitative technology (polymerase chain reaction) used by QIAGEN in many of its own assays. PCR technology allows for the detection and measurement of molecular abnormalities in cancerous cells in a very precise and highly sensitive way.

The approximately 80 tests offered by Ipsogen are divided into four assay families, with products designed for specific needs in terms of diagnosis, prognosis and monitoring:

  • BCR-ABL (Chronic Myeloid Leukemia)
  • JAK2 V617F (various myeloproliferative diseases)
  • PML-RARA (Promyelocytic Leukemia)
  • A group of several products for use with a range of rare forms of leukemia

Ipsogen's tests are currently being used as a qualitative assay to diagnose various myeloproliferative diseases, a group of conditions that cause blood cells to grow abnormally in the bone marrow. These tests also are increasingly used as a quantitative technology in monitoring therapy.

The top-selling group involves molecular assays for the diagnosis and monitoring of mutations of the JAK2 (Janus kinase 2) gene, which is associated with various blood cancers and is targeted by many biotechnology compounds in pharmaceutical R&D. Ipsogen has a competitive advantage based on its exclusive worldwide license for a key mutation of the JAK2 gene, which it obtained in 2006. It has been strengthening intellectual property protection for this key biomarker while building up a group of more than 20 licensed partners around the world. In 2010, for example, the U.S. Patent and Trademark Office granted additional intellectual property claims to Ipsogen for detecting and using the JAK2 V617F mutation for diagnostic purposes.

Ipsogen also is developing the Genomic Grade test (GG), a multigene expression test that seeks to address unmet diagnostic needs for women with early invasive hormone-receptor positive breast cancer.

Upon completion of the offer, Ipsogen's Marseilles site is planned to become a global center of excellence within QIAGEN focused on leukemia and breast cancer, and will also become a center for the development and manufacturing of other molecular tests.

Transaction summary

QIAGEN and a group of Ipsogen shareholders have entered into exclusive negotiations for QIAGEN to purchase approximately 47% of Ipsogen's outstanding shares currently held or controlled by company cofounders and members of the Board of Directors on the basis of QIAGEN's offer at €12.90 per share.

In addition, after the signing of the definitive purchase agreement and consummation of the purchase, QIAGEN would launch a process to acquire all remaining shares for €12.90 per share. This offer would represent a 71.3% premium to Ipsogen's share price of €7.53 on June 13, 2011, the last trading day before this announcement. The total value to fully acquire Ipsogen is valued at approximately €70 million (fully diluted). Based on a currency exchange rate of €1.00 = $1.44 (market rate as of June 14, 2011), the transaction is valued at approximately $101 million (or approximately six times Ipsogen's anticipated full-year 2012 net sales based on current estimates).

The Ipsogen Board of Directors has favorably welcomed this offer, and the Board members are among the shareholders who have agreed to this exclusivity. The workers' council of Ipsogen is being consulted on the QIAGEN offer for its opinion.

QIAGEN would fund this acquisition from existing cash. The purchase and subsequent public offer are expected to be completed by the end of the third quarter of 2011. On an adjusted basis, which excludes one-time charges and integration costs, and amortization of acquisition-related intangible assets, the transaction would be expected to be slightly dilutive to adjusted EPS in 2012, but accretive to adjusted EPS beginning in 2013.


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