QIAGEN MARSEILLE 2014 turnover and profit
Acceptance of the HalioDx offer
Marseille, February 9, 2015 - QIAGEN Marseille (Alternext - FR0010626028 - ALIPS), announces, following its press release dated 22 December 2014, that its Board of directors met on 6 February 2015, in order to examine the offer made by HalioDx to purchase from the former all its assets and liabilities, with the exception of its intellectual property portfolio, its tax research credit and its cash flows.
After an in-depth examination of the transaction and having reviewed, notably the fairness opinion established by the independent expert (Sorgem Evaluation, represented by Mr. Maurice Nussenbaum) regarding the terms of the transaction, the Board of directors of QIAGEN Marseille, recognized the strengths of the transaction, in particular at both strategic and operational levels as well as from a job-preservation perspective at the Marseille site. Consequently, the Board of directors decided to accept the proposal from HalioDx.
The transfer will take the form of a partial contribution of assets involving the contributed business, followed by a sale of the shares received in remuneration of such contribution. The value of the activity transferred has been fixed at €1.2M.
In this context, QIAGEN NV decided to launch a voluntary tender offer in respect of the shares of QIAGEN Marseille, at a price of 14.90 euros per share, which represents an increase of 1.10 euros as compared to the price initially announced in the press release dated 22 December 2014, and reserves the possibility of implementing a squeeze-out. This offer price valuates QIAGEN Marseille at approximately €81.1M.
The offer price was taken into consideration by the independent expert in his fairness opinion relating to the conditions of the contemplated transaction. The Board of directors of QIAGEN Marseille has also taken this price into consideration in its decision to accept the proposal from HalioDx. On this basis, the Board of directors expresses its support of the offer on a preliminary basis, subject to the fairness report of the independent expert.
The independent expert will give his opinion on the fairness of the price of the tender offer, which may eventually be followed by a squeeze out if the conditions are met. His fairness opinion will be included in the response document published by QIAGEN Marseille.
The draft tender offer will be filed by early March 2015, and the trading halt of QIAGEN Marseille shares will be maintained until the French Autorité des marches financiers gives its visa on the offer.
The Board directors decided to convene the shareholders in general meeting on 16 March 2015, to approve the whole transaction. The report of the Board of directors on the transaction, the draft contribution deed, the report from the independent expert as well as the report of the demerger auditor will be made available to the shareholders on QIAGEN Marseille's website.
The IFRS financial information was also approved by the Board of Directors on 6 February 2015. The 2014 turnover amounted to €18M, up from €14.8M in 2013, up 21% compared to the previous year.
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