Item 8.01. Other Events.
On August 4, 2020, Thermo Fisher Scientific Inc. issued a press release relating
to its previously announced tender offer to acquire all ordinary shares of
QIAGEN N.V. A copy of the press release is attached as Exhibit 99.1 hereto and
is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release, dated August 4, 2020
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL
Forward-Looking Statements
This communication contains forward-looking statements that involve a number of
risks and uncertainties, including statements about expected revenue growth and
long-term impacts of the COVID-19 pandemic. 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 duration and severity of the COVID-19 pandemic? the need to
develop new products and adapt to significant technological change;
implementation of strategies for improving growth; general economic conditions
and related uncertainties; dependence on customers' capital spending policies
and government funding policies; the effect of economic and political conditions
and exchange rate fluctuations on international operations; use and protection
of intellectual property; the effect of changes in governmental regulations; and
the effect of laws and regulations governing government contracts, as well as
the possibility that expected benefits related to recent or pending
acquisitions, including the proposed transaction, may not materialize as
expected; the proposed transaction not being timely completed, if completed at
all; regulatory approvals required for the transaction not being timely
obtained, if obtained at all, or being obtained subject to conditions; prior to
the completion of the transaction, 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 transaction; and the
parties being unable to successfully implement integration strategies or to
achieve expected synergies and operating efficiencies within the expected
time-frames or at all. 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 and Quarterly Reports on Form 10-Q for the quarters
ended March 28, 2020 and June 27, 2020, which are on file with the U.S.
Securities and Exchange Commission ("SEC") and available in the "Investors"
section of Thermo Fisher's website, 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,
corporate.qiagen.com/investor-relations, under the heading "Financial Reports,"
and in any subsequent Quarterly 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, you should not rely on these forward-looking statements as
representing either Thermo Fisher's or QIAGEN's views as of any date subsequent
to today.
Additional Information and Where to Find It
This communication is for informational purposes only and is neither an offer to
purchase nor a solicitation of an offer to sell any ordinary shares of QIAGEN or
any other securities, nor is it a substitute for the tender offer materials that
Thermo Fisher and/or its acquisition subsidiary has filed with the SEC and
published in Germany. The terms and conditions of the tender offer are published
in, and the offer to purchase ordinary shares of QIAGEN is made only pursuant
to, the offer document, the publication of which was permitted by German Federal
Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht), and related offer materials prepared by Thermo
Fisher and/or its acquisition subsidiary. The offer document for the tender
offer (in German and in English), as amended, containing the detailed terms and
conditions of, and other information relating to, the tender offer is, among
other things, published on the internet at
https://corporate.thermofisher.com/en/offer.html.
Acceptance of the tender offer by shareholders that are resident outside of the
member states of the European Union and the European Economic Area and the
United States may be subject to further legal requirements. With respect to the
acceptance of the tender offer outside of the member states of the European
Union and the European Economic Area and the United States, no responsibility is
assumed for the compliance with such legal requirements applicable in the
respective jurisdiction.
THE TENDER OFFER MATERIALS (INCLUDING THE OFFER DOCUMENT, A RELATED LETTER OF
TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND QIAGEN'S
SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS WELL AS QIAGEN'S
RECOMMENDATION STATEMENT PURSUANT TO SEC. 27 OF THE GERMAN SECURITIES
ACQUISITION AND TAKEOVER ACT (WERTPAPIERERWERBS- UND ÜBERNAHMEGESETZ-WPÜG) AND
POSITION STATEMENT (GEMOTIVEERDE STANDPUNTBEPALING) PURSUANT TO SECTION 18 AND
APPENDIX G OF THE DUTCH DECREE ON PUBLIC TAKEOVERS (BESLUIT OPENBARE BIEDINGEN),
AS THEY MAY BE AMENDED FROM TIME TO TIME, CONTAIN IMPORTANT INFORMATION.
INVESTORS AND SHAREHOLDERS OF QIAGEN ARE URGED TO READ THESE DOCUMENTS CAREFULLY
BECAUSE THEY, AND NOT THIS DOCUMENT, WILL GOVERN THE TERMS AND CONDITIONS OF THE
TENDER OFFER, AND BECAUSE THEY CONTAIN IMPORTANT INFORMATION THAT SUCH PERSONS
SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR ORDINARY
SHARES.
The tender offer materials, including the offer document and the related letter
of transmittal and certain other tender offer documents, and the
solicitation/recommendation statement and other documents filed with the SEC by
Thermo Fisher or QIAGEN, may be obtained free of charge at the SEC's website at
www.sec.gov or at QIAGEN's website at www.qiagen.com or by contacting QIAGEN's
investor relations department at 240-686-2222 or at Thermo Fisher's website at
www.thermofisher.com or by contacting Thermo Fisher's investor relations
department at 781-622-1111. In addition, Thermo Fisher's tender offer statement
and other documents it files with the SEC are available at
https://ir.thermofisher.com/investors. Furthermore, copies of the offer document
are also available free of charge by contacting D.F. King & Co., Inc., Thermo
Fisher's information agent for the tender offer.
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