QIAGEN N.V. (NASDAQ: QGEN; Frankfurt, Prime Standard: QIA) today announced that it has amended its original proposal to acquire Cellestis Limited (CST:AU), a publicly traded Australian biotechnology company.
Under terms of the amended proposal, the per-share offer price is being increased by 7% to A$3.80 from the original offer price of A$3.55 announced on April 4, 2011. QIAGEN has declared this offer to be final and will not be increased in the absence of a competing proposal.
The amended proposal represents an attractive outcome for Cellestis shareholders, enabling them to realize value in cash for their shares at a premium. The resulting integration of Cellestis will also offer opportunities to create significant value for QIAGEN shareholders. Implementation of the scheme will allow a rapid and efficient integration of Cellestis' business into the QIAGEN group without interrupting its strong growth momentum. Once the scheme is implemented, QIAGEN can begin to make investments to further expand Cellestis' global presence and the companies' combined product portfolio.
The increased offer represents a premium of:
- 33.1% to the one-month volume-weighted average price (VWAP) of Cellestis shares ending on April 1, 2011, the last trading day prior to announcement of the original proposal; and
- 40.8% to the three-month VWAP ending on April 1, 2011.
The acquisition of Cellestis will provide QIAGEN with exclusive rights to QuantiFERON®technology, a novel "pre-molecular" technology that offers a new dimension in disease detection not currently possible with other diagnostic technologies.
Cellestis has successfully commercialized this technology with QuantiFERON®-TB Gold In-Tube (QFT), a leading test for latent tuberculosis (TB), and is in the early stages of commercializing QuantiFERON®-CMV for monitoring of disease risk from the life-threatening cytomegalovirus virus (CMV).
QIAGEN and Cellestis announced on April 4, 2011, that the companies had entered into a Scheme Implementation Deed (SID) under which it is proposed that a wholly owned subsidiary of QIAGEN will acquire all of the ordinary shares in Cellestis, subject to the satisfaction of certain conditions (including shareholder and court approvals). Based on an exchange rate of A$1.00 equals US$1.04 as of April 1, 2011, the transaction value under the amended proposal is approximately US$374 million.
The Cellestis board of directors continues to unanimously recommend shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to the Independent Expert confirming that the amended proposal to the Scheme remains fair and reasonable and in the best interests of Cellestis shareholders. The Independent Expert issued a report in June concluding that the original Scheme was fair and reasonable and in the best interests of Cellestis' shareholders. Cellestis will seek Australian court approval to adjourn the Scheme Meeting scheduled for July 20, 2011, until the first week of August 2011.
All members of the Cellestis board of directors intend to vote or cause to be voted all of their direct and indirect interests in Cellestis in favour of the Scheme (subject to the same qualifications as their recommendations), which in aggregate amount to approximately 27% of Cellestis' issued shares.
QIAGEN entered into option agreements in April with the co-founders of Cellestis - Dr. Anthony Radford and Dr. James Rothel - to acquire up to 19.9% of the issued Cellestis shares. These option agreements have been amended to enable QIAGEN to still acquire these shares at the original price of A$3.55 per share, subject to the amended proposal and Scheme becoming effective.
Cellestis has proposed to pay a fully franked special dividend of up to A$0.07 per share prior to implementation of the Scheme. If a dividend is paid, the cash consideration paid to Cellestis shareholders would be reduced by the corresponding amount.
The amended proposal for this transaction, which QIAGEN will fund from existing cash reserves, is not expected to result in any material changes to estimates provided by QIAGEN in April 2011. On an adjusted basis, which excludes one-time charges, integration and restructuring costs, and amortization of acquisition-related intangible assets, the transaction is expected to be moderately dilutive to full-year 2011 adjusted EPS due to planned large investments in sales capabilities and R&D initiatives for migration of existing Cellestis products onto QIAGEN platforms as well as for new product development. For 2012, QIAGEN expects double-digit sales growth from QuantiFERON® products and accretion of approximately US$0.02-0.03 to adjusted EPS.