Qiagen N.V SC TO-T/A, filed Aug 13, 2020
Qiagen N.V. (QGEN)
SC TO-T/A
2020-08-13
View Original
Added on
October 23, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 24)
of the Securities Exchange Act of 1934
(Amendment No. 24)
QIAGEN N.V.
(Name of Subject Company (Issuer))
(Name of Subject Company (Issuer))
Quebec B.V.
(Offeror)
a wholly owned subsidiary of
(Offeror)
a wholly owned subsidiary of
Thermo Fisher Scientific Inc.
(Ultimate Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer, or other person))
(Ultimate Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer, or other person))
Ordinary Shares, €0.01 par value per share
(Title of Class of Securities)
(Title of Class of Securities)
N72482123
(CUSIP Number of Class of Securities)
(CUSIP Number of Class of Securities)
Michael A. Boxer
Senior Vice President and General Counsel
Thermo Fisher Scientific Inc.
168 Third Avenue
Waltham, Massachusetts 02451
Telephone: (781) 622-1000
(Name, address, and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
Senior Vice President and General Counsel
Thermo Fisher Scientific Inc.
168 Third Avenue
Waltham, Massachusetts 02451
Telephone: (781) 622-1000
(Name, address, and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
Copies to:
Matthew M. Guest, Esq.
Brandon C. Price, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
Brandon C. Price, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
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CALCULATION OF FILING FEES
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$11,536,919,459
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$1,497,493
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(1)
Calculated solely for purposes of determining the filing fee. The calculation of the transaction valuation assumes the purchase of ordinary shares, par value €0.01 per share (each, a “QIAGEN Share”), of QIAGEN N.V. (“QIAGEN”), at a purchase price of €43.00 per QIAGEN Share in cash, converted into a purchase price of $48.67 per QIAGEN Share using a rate of $1.1318 U.S. dollars per 1.00 Euro, the noon buying rate as of July 10, 2020 published by the Federal Reserve Bank of New York. The calculation of the transaction valuation is determined by adding the sum of (i) 230,829,309 issued QIAGEN Shares (including fractional QIAGEN Shares and QIAGEN Shares held by QIAGEN in treasury) multiplied by the offer consideration of $48.67 per QIAGEN Share, (ii) the offer consideration in respect of 558,505 outstanding stock options multiplied by the offer consideration of $48.67 per QIAGEN Share, (iii) 475,880 QIAGEN Shares subject to issuance pursuant to restricted share units that are anticipated to vest at or prior to the completion of the transaction, multiplied by the offer consideration of $48.67 per QIAGEN Share, (iv) 2,380,059 QIAGEN Shares subject to issuance pursuant to performance share units that are anticipated to vest at or prior to the completion of the transaction, multiplied by the offer consideration of $48.67 per QIAGEN Share and (v) approximately 2,800,000 QIAGEN Shares subject to issuance upon settlement of outstanding warrants with an exercise price less than $48.67 per QIAGEN Share, multiplied by the offer consideration of $48.67 per share. The foregoing share figures have been provided by the issuer to the offeror and are as of April 23, 2020.
(2)
The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2020, issued August 23, 2019, by multiplying the transaction value by 0.0001298.
☒
Check the box if any part of the fee is offset as provided by Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| | Amount Previously Paid: $1,304,521 | | |
Filing Party: Quebec B.V. and
Thermo Fisher Scientific Inc. |
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| | Form or Registration No.: Schedule TO-T | | | Date Filed: April 28, 2020 | |
| | Amount Previously Paid: $192,972 | | |
Filing Party: Quebec B.V. and
Thermo Fisher Scientific Inc. |
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| | Form or Registration No.: Schedule TO-T/A | | | Date Filed: July 16, 2020 | |
☐
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☒
Third-party tender offer subject to Rule 14d-1.
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Issuer tender offer subject to Rule 13de-4.
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Going-private transactions subject to Rule 13e-3.
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Amendments to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
This Amendment No. 24 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the United States Securities and Exchange Commission on April 28, 2020 (together with any amendments and supplements thereto, the “Schedule TO”) in relation to the tender offer by Quebec B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“Quebec” or the “Bidder”) and a wholly owned subsidiary of Thermo Fisher Scientific Inc., a Delaware corporation (“Thermo Fisher” or “Bidder Parent”), for all ordinary shares, par value €0.01 per share (the “QIAGEN Shares”), of QIAGEN N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands registered with the trade register in The Netherlands under file number 12036979 (“QIAGEN”) at a price of EUR 43.00 per QIAGEN Share, without interest to the holders thereof, payable in cash, upon the terms and subject to the conditions set forth in the offer document dated May 18, 2020 (as amended, including by the Amendment of the Offer, dated July 17, 2020 (the “Offer Amendment,” a copy of which is attached thereto as Exhibit (a)(1)(H) to the Schedule TO), the “Offer Document”), a copy of which is attached thereto as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal (the “Letter of Transmittal”) and declaration of acceptance (the “Declaration of Acceptance”), copies of which are attached thereto as Exhibits (a)(1)(B) and (a)(1)(G) to the Schedule TO, respectively, which, together with any other related materials, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”
This Amendment is being filed solely to amend and supplement items to the extent specifically provided herein. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO, including all exhibits thereto, remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule TO.
Items 1 through 11.
Items 1 through 11 of the Schedule TO are hereby amended and supplemented by adding the following:
On August 13, 2020, the Bidder published an announcement (the “Announcement”) in the German Federal Gazette announcing that as of August 10, 2020, 24:00 hours (Frankfurt am Main local time) / 18:00 hours (New York local time), the end of the Acceptance Period of the Offer, 107,546,187 QIAGEN Shares had been validly tendered for acceptance in accordance with the terms of the Offer and not validly withdrawn, representing 47.02% of the issued and outstanding ordinary share capital of QIAGEN at the end of the Acceptance Period. Accordingly, the Offer has lapsed due to the non-fulfillment of the offer condition set forth in Section 12.1 of the Offer Document. No QIAGEN Shares were purchased by the Bidder. Tendered QIAGEN Shares will be promptly rebooked or returned as described in the Announcement and in Sections 12.11 and 13.2.9 of the Offer Document. An English translation of the Announcement is attached hereto as Exhibit (a)(5)(EE) and is incorporated herein by reference.
On August 13, 2020, Thermo Fisher delivered to QIAGEN a written notice terminating the Business Combination Agreement between Thermo Fisher and QIAGEN (as amended, the “Business Combination Agreement”) in accordance with clause 16.1(b) thereof. In connection with the termination of the Business Combination Agreement, QIAGEN will pay to Thermo Fisher an expense reimbursement payment of $95,000,000 in cash in accordance with the terms of the Business Combination Agreement.
On August 13, 2020, Thermo Fisher issued a press release announcing the lapse of the Offer due to the non-fulfillment of an offer condition and the termination of the Business Combination Agreement. The press release is attached hereto as Exhibit (a)(5)(FF) and is incorporated herein by reference.
1
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:
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SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 13, 2020
Quebec B.V.
By:
/s/ Anthony H. Smith
Name: Anthony H. Smith
Title: Managing Director
Title: Managing Director
Thermo Fisher Scientific Inc.
By:
/s/ Michael A. Boxer
Name: Michael A. Boxer
Title: Senior Vice President and General Counsel
Title: Senior Vice President and General Counsel
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EXHIBIT INDEX
4
5
*
Previously filed.
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Exhibit (a)(5)(EE)
Quebec B.V.
Breda, The Netherlands
Breda, The Netherlands
Notification pursuant to Section 23 para. 1 sentence 1 no. 2 of the
German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz — WpÜG)
and regarding the non-fulfillment of an offer condition
German Securities Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz — WpÜG)
and regarding the non-fulfillment of an offer condition
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION.
On May 18, 2020, Quebec B.V., Breda, The Netherlands, (the “Bidder”) published the offer document (the “Offer Document”) regarding its voluntary public takeover offer (the “Offer”) to the shareholders of QIAGEN N.V., Venlo, The Netherlands (“QIAGEN”), for the acquisition of all ordinary shares of QIAGEN (ISIN: NL0012169213; CUSIP: N72482123) (“QIAGEN Shares”) against payment of cash consideration of EUR 39.00 per QIAGEN Share. On July 17, 2020, the Bidder published an amendment of the Offer (the “Offer Amendment”) increasing the Offer Price by EUR 4.00 to EUR 43.00 per QIAGEN Share and reducing the minimum acceptance threshold. The extended Acceptance Period for this Offer ended on August 10, 2020, 24:00 hours (local time Frankfurt am Main, Germany) / 18:00 hours (local time New York, United States).
I.
Announcement pursuant to Section 23 para. 1 sentence 1 no. 2 WpÜG
1.
As of August 10, 2020, 24:00 hours (local time Frankfurt am Main, Germany) / 18:00 hours (local time New York, United States) (the “End of the Acceptance Period”), the Offer has been accepted for 107,546,187 QIAGEN Shares (approximately 46.59% of the share capital and voting rights of QIAGEN).
2.
As of the End of the Acceptance Period, neither the Bidder nor persons acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG nor their subsidiaries directly or indirectly held QIAGEN Shares or any other instruments in relation to QIAGEN Shares. Moreover, as of the End of the Acceptance Period, no further voting rights attached to QIAGEN Shares are attributable to the Bidder or persons acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG or their subsidiaries.
The Bidder made the completion of the Offer subject to, inter alia, satisfaction of a minimum acceptance threshold of at least 66.67% of QIAGEN’s issued and outstanding ordinary share capital at the End of the Acceptance Period, excluding any QIAGEN Shares held by QIAGEN in treasury at the End of the Acceptance Period (see Section 12.1 of the Offer Document). QIAGEN has notified the Bidder that, as of the End of the Acceptance Period, QIAGEN holds a total of 2,086,173.333 QIAGEN Shares in treasury. On this basis, the acceptance ratio for the purposes of the minimum acceptance threshold is 47.02% as of the End of the Acceptance Period.
II.
Announcement about the Non-Fulfillment of an Offer Condition
1.
Pursuant to Section 12 of the Offer Document, the Offer and the contracts formed by its acceptance by the shareholders of QIAGEN would only be settled if the offer conditions described in Section 12.1 to 12.9 of the Offer Document are satisfied in the applicable periods specified therein or previously effectively waived by the Bidder.
2.
The Minimum Acceptance Threshold as defined in Section 12.1 of the Offer Document, as amended and supplemented by Section 4 of the Offer Amendment, was not met as of the End of the Acceptance Period. The offer condition described in Section 12.1 of the Offer Document has therefore not been satisfied. Consequently, the Offer has lapsed and the agreements which have been entered into as a result of acceptance of the Offer ceased to exist and will not be consummated.
III.
No Additional Acceptance Period
Since the Minimum Acceptance Threshold offer condition described in Section 12.1 of the Offer Document, as amended and supplemented by Section 4 of the Offer Amendment, has not been satisfied and the Bidder did not previously effectively waive such offer condition, there will be no additional acceptance period pursuant to Section 16 para. 2 WpÜG.
IV.
Rebooking or Return of Tendered QIAGEN Shares
Tendered QIAGEN Shares will be rebooked or returned promptly in accordance with Sections 12.11 and 13.2.9 of the Offer Document.
Breda, August 13, 2020
Quebec B.V.
Important Notice:
This announcement is made pursuant to Section 23 para. 1 sentence 1 no. 2 WpÜG and is neither an offer to purchase nor a solicitation of an offer to sell securities.
This publication is available on the internet
under: http://corporate.thermofisher.com/en/offer.html
on: August 13, 2020.
under: http://corporate.thermofisher.com/en/offer.html
on: August 13, 2020.
Exhibit (a)(5)(FF)
News
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Media Contact Information:
Karen Kirkwood Phone: 617-835-1356 E-mail: karen.kirkwood@thermofisher.com Website: www.thermofisher.com |
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Investor Contact Information:
Ken Apicerno Phone: 781-622-1294 E-mail: ken.apicerno@thermofisher.com |
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Thermo Fisher Scientific Announces Results of Offer to Acquire QIAGEN,
Lapse of Offer and Termination of Acquisition Agreement
Lapse of Offer and Termination of Acquisition Agreement
WALTHAM, Mass., August 13, 2020 — Thermo Fisher Scientific Inc. (NYSE: TMO), the world leader in serving science, today announced that its offer to acquire all of the ordinary shares of QIAGEN N.V. (NYSE: QGEN; Frankfurt Prime Standard: QIA) has lapsed.
Based on information provided by the settlement agents for the offer, Deutsche Bank Aktiengesellschaft and American Stock Transfer & Trust Company, 107,546,187 QIAGEN shares, representing 47.02% of the issued and outstanding ordinary shares of QIAGEN, were validly tendered into the offer by the end of the acceptance period at 24:00 hours (Frankfurt am Main local time) / 18:00 hours (New York local time) on August 10, 2020. Accordingly, the minimum acceptance threshold condition to the offer has not been satisfied, and the offer has lapsed in accordance with its terms.
Thermo Fisher has terminated the acquisition agreement with QIAGEN, and QIAGEN will pay to Thermo Fisher an expense reimbursement payment of USD 95 million in cash in accordance with the terms of the acquisition agreement.
Marc N. Casper, chairman, president and chief executive officer of Thermo Fisher Scientific, said, “Thermo Fisher is a disciplined acquirer with a strong track record of executing value-creating transactions. We remain extremely well-positioned to deliver on our proven growth strategy and continue to generate significant returns for our shareholders.”
About Thermo Fisher
Thermo Fisher Scientific Inc. (NYSE: TMO) is the world leader in serving science, with annual revenue exceeding $25 billion. Our Mission is to enable our customers to make the world healthier, cleaner and safer. Whether our customers are accelerating life sciences research, solving complex analytical challenges, improving patient diagnostics and therapies or increasing productivity in their laboratories, we are here to support them. Our global team of more than 75,000 colleagues delivers an unrivaled combination of innovative technologies, purchasing convenience and pharmaceutical services through our industry-leading brands, including Thermo Scientific, Applied Biosystems, Invitrogen, Fisher Scientific, Unity Lab Services and Patheon. For more information, please visit www.thermofisher.com.
Forward-Looking Statements
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