QIAGEN MARSEILLE QIAGEN Marseille SA
Availability of QIAGEN Marseille's draft reply document in response to the tender offer initiated by QIAGEN N.V.
Marseille, 12 March 2015 - QIAGEN Marseille (Alternext - FR0010626028 - ALIPS) has on 11 March 2015 filed the draft reply document in response to the simplified tender offer by QIAGEN N.V. ("QIAGEN") for shares of QIAGEN Marseille at the price of 14.90 euros per share (the "Offer"). The Offer may potentially be followed by a mandatory squeeze-out.
The Offer is made in the context of the reorganization of the activities of QIAGEN Marseille, which will be submitted to the shareholders' meeting convened for 16 March 2015. This reorganization follows the offer for the partial contribution of assets of the Company received on 7 December 2014 from HalioDxInvest, a company established by the management team of the Company, namely Messrs. Vincent Fert and Stephane Debono and Mdms. Corinne Danan, Hélène Peyro-Saint-Paul and Fabienne Hermitte. As part of this reorganization, the concept of which was approved by the Board of Directors of QIAGEN Marseille on 6 February 2015 (see press release dated 9 February 2015), the former will transfer to HalioDx all assets and liabilities tied to its operational activities, except its intellectual property portfolio, research tax credit and cash assets. This contribution would be followed by a subsequent transfer to HalioDxInvest of HalioDx shares received by QIAGEN Marseille in remuneration of the contribution.
Pursuant to Article 261-3 of the General Regulations of the French Autorité des marchés financiers (the "AMF"), Sorgem Evaluation, represented by Maurice Nussenbaum, submitted its report, as independent expert, on the financial terms and conditions of the Offer to be followed potentially by a mandatory squeeze-out. The report of the independent expert, dated 6 March 2015, is reproduced in the draft reply document prepared by QIAGEN Marseille and concludes that "Our works have revealed that the price of 14.90 euros is superior to values per share, calculated pre and post transfer, based on the multi-criteria evaluation approach utilized (.) In these conditions, we consider that the price of 14.90 euros proposed in the context of the Offer is fair. (.)The price of
14.90 euros is fair to the minority shareholders in the event of a mandatory squeeze-out."
In accordance with Article 231-19 of the AMF General Regulations, members of the Company's Board of Directors met on 9 March 2015 to examine the draft offer document. Taking into account (i) the terms of the Offer, (ii) evaluation elements documented in the draft offer document of QIAGEN N.V. and (iii) of the independent expert report, the Board of Directors, after deliberation, unanimously considered that the proposed Offer corresponds to the interests of the Company and its shareholders. In particular, the Offer grants minority shareholders the option of immediate liquidity and an exit route at a fair price, given the significant change in the operational and financial profile of the Company resulting from the offer made by HalioDx to acquire from the former of all its assets and liabilities, with the exception of its intellectual property portfolio, its research tax credit and cash assets. Accordingly, the Board decided to unanimously approve the proposed Offer described in the draft offer document of QIAGEN N.V., and recommend to the shareholders of the Company who so wish, to tender their shares to the Offer.
Prior to the opening of the Offer, the AMF and Euronext Paris will respectively publish a notice announcing the opening of the Offer and an Offer calendar as well as a notice announcing the modalities of the Offer and the timing of the operation. The Offer will be open for a period of 20 trading days, it being noted that the closing date of the Offer will be decided by the AMF in accordance with its general regulations.
The draft reply document prepared by QIAGEN Marseille is available on the AMF website (www.amf-france.org) on the website of QIAGEN Marseille (www.qiagenmarseille.com) and is free to the public at the headquarters of QIAGEN Marseille, Luminy Biotech Enterprise Case 923 13288, 163 avenue de Luminy, Marseille CEDEX 09, France.
ABOUT QIAGEN MARSEILLE
QIAGEN Marseille develops molecular diagnostic tests designed to map diseases in order to guide patients and oncologist decisions along their complex therapeutic path.
With more than 60 tests already used routinely worldwide for the diagnosis, prognosis and follow-up of thousands of patients with blood cancer, QIAGEN Marseille is also developing diagnostic tools targeting other cancers. Its goal is to provide information, unavailable to date, aimed at sustaining the development of personalized medicine.
Founded as IPSOGEN in 1999, the Company has since July 2011 become a subsidiary of the QIAGEN Group, the leading global provider of sample and assay technologies.
From January 1st 2013, IPSOGEN changed its company name to QIAGEN Marseille. The Company, located in Marseille, France, employs 74 people.
Further information can be found at www.qiagenmarseille.com:
http://www.qiagenmarseille.com/
Contacts : Qiagen Marseille
Vincent Fert CEO
Tél : + 33 (0)4 91 29 30 90
vincent.fert@qiagen.com:
mailto:vincent.fert@qiagen.com
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Press relations
Marielle Bricman, ATCG Press Tél : + 33 (0)6 26 94 18 53
mb@atcg-partners.com:
mailto:mb@atcg-partners.com
QIAGEN N.V., a Dutch holding company, is the leading provider of sample and assay technologies. Sample technologies are used to isolate DNA, RNA and proteins from any biological sample such as blood or tissues. Assay technologies are then used to make specific target biomolecules, such as the DNA of a specific virus, visible for subsequent analysis.
QIAGEN has developed more than 500 consumable products and automated solutions. The company sells these products to academic research markets, to leading pharmaceutical and biotechnology companies, to molecular diagnostics laboratories as well as to customers in applied testing markets such as forensics, animal or food testing, and pharmaceutical process control.
QIAGEN's assay technologies include one of the broadest panels of molecular diagnostic tests available worldwide. This panel includes the digene HPV Test which is considered a "gold standard" in testing for high- risk types of human papillomavirus (HPV), the primary cause of cervical cancer and a wide range of solutions for testing and diagnostics of infectious diseases in personalized medicine. QIAGEN employs nearly 4,200 people spread over 35 locations worldwide. For more information about QIAGEN, please click on www.qiagen.com.:
http://www.qiagen.com/
http://hugin.info/156032/R/1902935/676724.pdf
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: QIAGEN Marseille SA via Globenewswire
