UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14D-9

(RULE 14d-101)

SOLICITATION/RECOMMENDATION STATEMENT

UNDER SECTION 14(D)(4) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

QIAGEN N.V.

(Name of Subject Company)

 

 

QIAGEN N.V.

(Name of Persons Filing Statement)

 

 

Ordinary shares, par value EUR 0.01 per share

(Title of Class of Securities)

N72482123

(CUSIP Number of Class of Securities)

Roland Sackers

Chief Financial Officer

QIAGEN N.V.

Hulsterweg 82

5912 PL Venlo

The Netherlands

Tel: 011-31-77-355-6600

(Name, address and telephone numbers of person authorized to receive notices and communications

on behalf of the persons filing statement)

With copies to:

Jonathan L. Kravetz, Esq.

Michael L. Fantozzi, Esq.

Matthew J. Gardella, Esq.

Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.

One Financial Center

Boston, MA 02111

(617) 542-6000

 

 

 

☐

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

 

 

This Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments and supplements thereto, this “Schedule 14D-9”) relates 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 and a wholly owned subsidiary of Thermo Fisher Scientific Inc., a Delaware corporation (“Thermo Fisher”), for all issued 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 €39.00 per QIAGEN Share, without interest to the holders thereof, payable in cash (the “Offer”). In connection with the Offer, QIAGEN’s Managing Board and Supervisory Board have prepared a joint statement on the Offer (the “Joint Reasoned Position Statement”) in accordance with the laws of Germany and The Netherlands. All the information set forth in the Joint Reasoned Position Statement, attached as Exhibit (a)(2), including the schedules thereto, is incorporated by reference herein in response to Items 1 through 8 of this Schedule 14D-9, and is supplemented by the information specifically provided in this Schedule 14D-9.

Item 1. Subject Company Information

The information contained in Section 2.1 of the Joint Reasoned Position Statement is incorporated herein by reference.

Item 2. Identity and Background of Filing Person

The filing person is the subject company, QIAGEN N.V. The business address and telephone number of the filing person are set forth in Section 2.1 of the Joint Reasoned Position Statement and incorporated herein by reference.

The information contained in Sections 1, 2.3, and 3 of the Joint Reasoned Position Statement is incorporated herein by reference.

Item 3. Past Contacts, Transactions, Negotiations and Agreements

Except as set forth or incorporated by reference in this Schedule 14D-9, there are no material agreements, arrangements or understandings, nor any actual or potential conflicts of interest, between (i) on the one hand, QIAGEN or any of its affiliates and (ii) on the other hand (x) any of their respective executive officers, Managing Board members, Supervisory Board members or affiliates or (y) Thermo Fisher or any of its executive officers, directors or affiliates.

The information contained in Sections 8 and 11 of the Joint Reasoned Position Statement is incorporated herein by reference.

Item 4. The Solicitation or Recommendation

The information contained in Sections 4, 12, and 13 of the Joint Reasoned Position Statement is incorporated herein by reference.

Item 5. Persons/Assets Retained, Employed, Compensated or Used

The information contained in Section 9 of the Joint Reasoned Position Statement is incorporated herein by reference.

Item 6. Interest in Securities of the Subject Company

Except as set forth or incorporated by reference in this Schedule 14D-9, no transactions with respect to QIAGEN’s securities have been effected by QIAGEN or, to its knowledge after making reasonable inquiry, by any of the members of the Supervisory Board or Managing Board or QIAGEN’s executive officers, affiliates or subsidiaries during the 60 days prior to the date of this Schedule 14D-9.

 

1

The information contained in Sections 8 and 11 of the Joint Reasoned Position Statement is incorporated herein by reference.

Item 7. Purposes of the Transactions and Plans or Proposals

Except as set forth or incorporated by reference in this Schedule 14D-9, QIAGEN is not undertaking or engaged in any negotiations in response to the Offer that relate to (i) a tender offer or other acquisition of QIAGEN’s securities by QIAGEN, any of its subsidiaries or any other person, (ii) any extraordinary transaction, such as a merger, reorganization or liquidation, involving QIAGEN or any of its subsidiaries, (iii) any purchase, sale or transfer of a material amount of the assets of QIAGEN or any of its subsidiaries or (iv) any material change in the present dividend rate or policy, or indebtedness or capitalization of QIAGEN.

Except as set forth or incorporated by reference in this Schedule 14D-9, there are no transactions, board resolutions, agreements in principle or signed contracts that were entered into in response to the Offer that relate to one or more of the matters referred to in the preceding paragraph.

The information contained in Section 10 of the Joint Reasoned Position Statement is incorporated herein by reference.

Item 8. Additional Information

The summaries of the Business Combination Agreement, the employment agreements with Thierry Bernard, Roland Sackers, Barthold Piening, Thomas Schweins, Jonathan Sheldon, Jean-Pascal Viola, and Stephany Foster, the letter agreements with Thierry Bernard, Barthold Piening, Thomas Schweins, Jonathan Sheldon and Jean-Pascal Viola, the Non-Tender Agreement, and the Confidentiality and Non-Disclosure Agreement described in the Joint Reasoned Position Statement are incorporated herein by reference, do not purport to be complete and are qualified in their entirety by reference to the full text of such agreements, which are attached hereto as Exhibits (e)(1), (e)(8), (e)(9), (e)(10), (e)(11), (e)(12), (e)(13), (e)(14), (e)(15), (e)(16), (e)(17), (e)(18), (e)(19), (e)(20), (e)(21), (e)(22), (e)(23), (e)(24), and (e)(25).

The information contained in the Joint Reasoned Position Statement is incorporated herein by reference in its entirety.

 

2

Item 9. Exhibits

 

Exhibit No.		Description
(a)(1)(A)		Offer Document, dated May 18, 2020 (incorporated by reference to Exhibit (a)(1)(A) to the Tender Offer Statement on Schedule TO filed by Thermo Fisher Scientific Inc. with the U.S. Securities and Exchange Commission on May 18, 2020).
(a)(1)(B)		Form of Letter of Transmittal (incorporated by reference to Exhibit (a)(1)(B) to the Schedule TO filed by Thermo Fisher Scientific Inc. with the U.S. Securities and Exchange Commission on May 18, 2020).
(a)(1)(C)		Form of Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(1)(C) to the Schedule TO filed by Thermo Fisher Scientific Inc. with the U.S. Securities and Exchange Commission on May 18, 2020).
(a)(1)(D)		Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(D) to the Schedule TO filed by Thermo Fisher Scientific Inc. with the U.S. Securities and Exchange Commission on May 18, 2020).
(a)(1)(E)		Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees (incorporated by reference to Exhibit (a)(1)(E) to the Schedule TO filed by Thermo Fisher Scientific Inc. with the U.S. Securities and Exchange Commission on May 18, 2020).
(a)(1)(F)		Text of Summary Advertisement as published in The Wall Street Journal on May 18, 2020 (incorporated by reference to Exhibit (a)(1)(F) to the Schedule TO filed by Thermo Fisher Scientific Inc. with the U.S. Securities and Exchange Commission on May 18, 2020).
(a)(1)(G)		Technical Guidelines for the Settlement (English translation (except for German version of Form of Letter to Clients and Declaration of Acceptance) of document prepared in German only (except for English version of Form of Letter to Clients and Declaration of Acceptance)) (incorporated by reference to Exhibit (a)(1)(G) to the Schedule TO filed by Thermo Fisher Scientific Inc. with the U.S. Securities and Exchange Commission on May 18, 2020).
(a)(2)*		Joint Reasoned Position Statement of the Managing Board and the Supervisory Board of QIAGEN N.V., dated May 18, 2020.
(a)(5)(A)		Joint Press Release issued by Thermo Fisher Scientific Inc. and QIAGEN N.V., dated March 3, 2020 (incorporated by reference to Exhibit 99.1 to the Schedule 14D-9 filed by QIAGEN N.V. with the U.S. Securities and Exchange Commission on March 3, 2020).
(a)(5)(B)		Letter to Employees (incorporated by reference to Exhibit 99.2 to the Schedule 14D-9 filed by QIAGEN N.V. with the U.S. Securities and Exchange Commission on March 3, 2020).
(a)(5)(C)		Employee Presentation (incorporated by reference to Exhibit 99.3 to the Schedule 14D-9 filed by QIAGEN N.V. with the U.S. Securities and Exchange Commission on March 3, 2020).
(a)(5)(D)		Frequently Asked Questions for Employees (incorporated by reference to Exhibit 99.4 to the Schedule 14D-9 filed by QIAGEN N.V. with the U.S. Securities and Exchange Commission on March 3, 2020).
(a)(5)(E)		Ad hoc Announcement, dated March 3, 2020 (incorporated by reference to Exhibit 99.5 to the Schedule 14D-9 filed by QIAGEN N.V. with the U.S. Securities and Exchange Commission on March 3, 2020).
(a)(5)(F)		Investor Presentation, dated March 3, 2020 (incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by Thermo Fisher Scientific Inc. with the U.S. Securities and Exchange Commission on March 3, 2020).

 

3

Exhibit No.		Description
(a)(5)(G)		Publication of the decision to make a takeover offer pursuant to Section 10 Para 1 of the German Securities Acquisition and Takeover Act, dated March 3, 2020 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Thermo Fisher Scientific Inc. with the U.S. Securities and Exchange Commission on March 3, 2020).
(a)(5)(H)		Letter to QIAGEN N.V. Employees from Marc Casper, Chief Executive Officer of Thermo Fisher Scientific Inc., dated March 3, 2020 (incorporated by reference to Exhibit 99.2 to the Schedule TO-C filed by Thermo Fisher Scientific Inc. with the U.S. Securities and Exchange Commission on March 3, 2020).
(a)(5)(I)		Transcript of Investor Conference Call held by Thermo Fisher Scientific Inc. on March 3, 2020 (incorporated by reference to Exhibit 99.3 to the Schedule TO-C filed by Thermo Fisher Scientific Inc. with the U.S. Securities and Exchange Commission on March 3, 2020).
(a)(5)(J)		Excerpt of transcript of Q1 2020 Earnings Call held by Thermo Fisher Scientific Inc. on April 22, 2020 (incorporated by reference to Exhibit 99.1 to the Schedule TO-C filed by Thermo Fisher Scientific Inc. with the U.S. Securities and Exchange Commission on April 23, 2020).
(a)(5)(K)		Press Release issued by Thermo Fisher Scientific Inc., dated May 18, 2020 (incorporated by reference to Exhibit (a)(5)(G) to the Schedule TO filed by Thermo Fisher Scientific Inc. with the U.S. Securities and Exchange Commission on May 18, 2020).
(a)(5)(L)		Announcement of availability of the Offer Document pursuant to Section 14 para. 3 sentence 1 no. 2 of the German Securities Acquisitions and Takeover Act, dated May 18, 2020 (incorporated by reference to Exhibit (a)(5)(H) to the Schedule TO filed by Thermo Fisher Scientific Inc. with the U.S. Securities and Exchange Commission on May 18, 2020).
(a)(5)(M)*		Press Release issued by QIAGEN N.V., dated May 18, 2020.
(a)(5)(N)*		English translation of the Notice of Publication as filed with the German Federal Gazette on May 18, 2020.
(a)(5)(O)*		Letter to QIAGEN Employees, dated May 18, 2020.
(e)(1)		Business Combination Agreement, dated as of March 3, 2020, by and between Thermo Fisher Scientific Inc. and QIAGEN N.V. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by Thermo Fisher Scientific Inc. with the U.S. Securities and Exchange Commission on March 9, 2020).
(e)(2)		QIAGEN N.V. Amended and Restated 2005 Stock Plan (incorporated by reference to Exhibit 99.1 to the Registration Statement of QIAGEN N.V. on Form S-8 filed with the U.S. Securities and Exchange Commission on November 17, 2011).
(e)(3)		QIAGEN N.V. 2014 Stock Plan, as amended (incorporated by reference to Exhibit 99.1 to the Registration Statement of QIAGEN N.V. on Form S-8 filed with the U.S. Securities and Exchange Commission on May 5, 2017).
(e)(4)(A)*		Form of Supervisory Board Option Award Agreement under the QIAGEN N.V. Amended and Restated 2005 Stock Plan.
(e)(4)(B)*		Form of Executive Option Award Agreement under the QIAGEN N.V. Amended and Restated 2005 Stock Plan.
(e)(5)*		Form of Supervisory Board Restricted Stock Unit Award Agreement under the QIAGEN N.V. Amended and Restated 2005 Stock Plan and the QIAGEN N.V. 2014 Stock Plan, as amended.
(e)(6)*		Form of Restricted Stock Unit Award Agreement under the QIAGEN N.V. Amended and Restated 2005 Stock Plan and the QIAGEN N.V. 2014 Stock Plan, as amended.
(e)(7)*		Form of Performance Stock Unit Award Agreement under the QIAGEN N.V. Amended and Restated 2005 Stock Plan and the QIAGEN N.V. 2014 Stock Plan, as amended.
(e)(8)*		Employment Agreement, dated January 7, 2015, by and between QIAGEN Inc. and Thierry Bernard.
(e)(9)*		Bonus Agreement, dated December 4, 2019, by and between QIAGEN LLC and Thierry Bernard.

 

4

Exhibit No.		Description
(e)(10)*		Employment Agreement, dated August 5, 2004, by and between QIAGEN N.V. and Roland Sackers, as amended by Amendment 1, dated March 16, 2006; Amendment 2, dated November 9, 2006; Amendment 3, dated December 20, 2007; Amendment 4, dated October 1, 2009; and Amendment 5, dated January 1, 2017.
(e)(11)*		Employment Agreement, dated November 9, 2006, by and between QIAGEN Deutschland Holding GmbH and Roland Sackers, as amended by Amendments dated December 20, 2007, May 5, 2011, May 17, 2013, May 6, 2014, December 2, 2016, January 31, 2017 and February 25, 2020.
(e)(12)*		Employment Agreement, dated December 1, 2006, by and among QIAGEN N.V., QIAGEN Deutschland Holding GmbH, QIAGEN North American Holdings, Inc. and Roland Sackers, as amended by Amendments dated December 20, 2007, May 17, 2013, January 31, 2017 and February 25, 2020.
(e)(13)*		Employment Agreement, dated November 9, 2018, by and between QIAGEN GmbH and Barthold Piening, as supplemented by the Supplementary Agreement, dated November 9, 2018, by and between QIAGEN GmbH and Barthold Piening.
(e)(14)*		Employment Agreement, dated May 15, 2006, by and between QIAGEN GmbH and Thomas Schweins, as amended by Amendment, dated January 4, 2008.
(e)(15)*		Employment Agreement, dated December 21, 2017, by and between QIAGEN Manchester Limited and Jonathan Sheldon, as amended in December 2018, as supplemented by Supplementary Agreement, dated December 21, 2017, by and between QIAGEN Manchester Limited and Jonathan Sheldon.
(e)(16)*		Employment Agreement, dated March 15, 2017, by and between QIAGEN GmbH and Jean-Pascal Viola, as amended by Amendment, dated June 13, 2017 and October 4, 2017, as supplemented by Supplementary Agreement, dated March 15, 2017, by and between QIAGEN GmbH and Jean-Pascal Viola.
(e)(17)*		Employment Agreement, dated January 11, 2018, by and between Q Biotechnology C.V. and Jean-Pascal Viola.
(e)(18)*		Employment Agreement, dated October 15, 2019, by and between QIAGEN LLC and Stephany Foster.
(e)(19)*		Letter Agreement, dated March 2, 2020, by and between Thermo Fisher Scientific Inc. and Thierry Bernard.
(e)(20)*		Letter Agreement, dated March 2, 2020, by and between Thermo Fisher Scientific Inc. and Barthold Piening.
(e)(21)*		Letter Agreement, dated March 2, 2020, by and between Thermo Fisher Scientific Inc. and Thomas Schweins.
(e)(22)*		Letter Agreement, dated March 2, 2020, by and between Thermo Fisher Scientific Inc. and Jonathan Sheldon.
(e)(23)*		Letter Agreement, dated March 2, 2020, by and between Thermo Fisher Scientific Inc. and Jean-Pascal Viola.
(e)(24)*		Non-Tender Agreement, dated April 27, 2020, between QIAGEN N.V. and Quebec B.V.
(e)(25)*		Confidentiality and Non-Disclosure Agreement, dated November 13, 2019, between Thermo Fisher Scientific Inc. and QIAGEN N.V.
(e)(26)		Articles of Association as confirmed by notarial deed as of January 17, 2020 (incorporated by reference to Exhibit 1.1 to the Form 20-F filed by QIAGEN N.V. with the U.S. Securities and Exchange Commission on March 2, 2020).
(g)		Not applicable.

 

 

*	Filed Herewith

 

5

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: May 18, 2020

 

6

Exhibit (a)(2)

 

– English Version –   Mandatory Publication pursuant to Sec. 27 (3) in conjunction with Sec. 14 (3) sent. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) and Sec. 18 (2) in connection with Annex G of the Dutch Public Offer Decree (Besluit openbare biedingen Wft)

 

Joint Reasoned Statement

of the Managing Board and the Supervisory Board

pursuant to Sec. 27 (1) WpÜG

and

Position Statement

pursuant to

Sec. 18 (2) in connection with Annex G of the Besluit Openbare Biedingen Wft

of

QIAGEN N.V.

Hulsterweg 82

5912 PL Venlo, The Netherlands

on the Voluntary Public Takeover Offer (Cash Offer)

made by

Quebec B.V.

Takkebijsters 1

4817 BL Breda, The Netherlands

and for the Annual General Meeting

of

QIAGEN N.V. to be held at Hulsterweg 82, 5912 PL Venlo, The Netherlands, on

June 30, 2020 at 15:00 hours (CEST)

to

the shareholders of QIAGEN N.V.

dated May 18, 2020

Shares of QIAGEN N.V.:

ISIN NL0012169213 (WKN A2DKCH; CUSIP N72482123)

Tendered Clearstream Shares of QIAGEN N.V.:

ISIN NL0014676538 (WKN A2P11F)

TABLE OF CONTENTS

 

				Page
TABLE OF CONTENTS					i
DEFINITIONS					iii
NOTE TO THE SHAREHOLDERS OF QIAGEN N.V.					1
1		GENERAL INFORMATION ABOUT THIS STATEMENT			2
1.1		Background			2
1.2		Legal Basis for this Statement			3
1.3		Factual Basis for this Statement			4
1.4		No Statement by the Employees of QIAGEN			5
1.5		Publication of this Statement and Potential Statements Regarding Amendments to the Offer			5
1.6		Individual Review and Decision Responsibility of QIAGEN Shareholders			6
1.7		Special Information for QIAGEN Shareholders in the United States			7
2		GENERAL INFORMATION ABOUT QIAGEN AND THE BIDDER			7
2.1		Information about QIAGEN			7
2.2		Financial Information about QIAGEN			10
2.3		Information about the Bidder and Thermo Fisher			19
2.4		QIAGEN Shares Held by the Bidder and Persons Acting Jointly with It			20
2.5		Information about Securities Transactions			20
3		INFORMATION ABOUT THE OFFER			21
3.1		Implementation of the Offer			21
3.2		Publication of the Decision to Launch the Offer			21
3.3		The Offer Document			22
3.4		Publications by the Bidder in Connection with the Offer			23
3.5		Acceptance of the Offer Outside Germany, The Netherlands and the Other Member States of the European Union, the European Economic Area and the United States of America			23
3.6		Relevance of the Offer Document			24
3.7		Material Terms and Conditions of the Offer			24
3.8		Financing of the Offer			27
3.9		Stock-Exchange Trading in Tendered QIAGEN Shares			28
4		EVALUATION OF THE OFFER			28
4.1		Background to the Offer			28
4.2		Type and Amount of the Consideration Offered			36
4.3		Analysis of the Offer			37
4.4		Opinions of QIAGEN’s Financial Advisors			44
4.5		Certain QIAGEN Management Projections			65
4.6		Evaluation of the Adequacy of the Consideration Offered and the Arrangements in the Business Combination Agreement			69
5		OBJECTIVES AND INTENTIONS OF THE BIDDER AND THERMO FISHER AND EXPECTED CONSEQUENCES FOR QIAGEN			70
5.1		Objectives and Intentions as set forth in the Offer Document			70
5.2		Post-Offer Measures			74
5.3		Evaluation of the Objectives and Intentions of the Bidder and Thermo Fisher and Expected Consequences for QIAGEN			79

 

		i

				Page
6		POTENTIAL CONSEQUENCES FOR QIAGEN SHAREHOLDERS			81
6.1		Possible Consequences of Acceptance of the Offer			81
6.2		Possible Consequences of Non-Acceptance of the Offer			82
7		OFFICIAL APPROVALS AND PROCEDURES			84
8		PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS WITH THERMO FISHER			85
8.1		Business Combination Agreement			85
8.2		Confidentiality Agreement			85
8.3		Non-Tender Agreement			86
9		PERSONS OR ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED			86
9.1		Goldman Sachs			86
9.2		Barclays			86
9.3		Moelis			86
10		PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS			86
11		INTERESTS OF THE MEMBERS OF THE MANAGING BOARD, THE SUPERVISORY BOARD AND OTHER EXECUTIVE OFFICERS			87
11.1		Specific Interests of the Members of the Managing Board, the Supervisory Board and Other Executive Officers			87
11.2		Agreements with Members of the Managing Board or Supervisory Board, or Other Executive Officers			91
12		SHAREHOLDINGS AND INTENTION OF THE MEMBERS OF THE MANAGING BOARD AND OF THE SUPERVISORY BOARD TO ACCEPT THE OFFER			97
13		RECOMMENDATION			101
ANNEX 1 Financial Statements 2019 Prepared in Accordance with IFRS					I
ANNEX 2 Barclays’ Written Opinion					II
ANNEX 3 Goldman Sachs’ Written Opinion					III
ANNEX 4 Convocation Materials for the Annual General Meeting					IV

 

		ii

DEFINITIONS

 

 

		iii

 

 

		iv

 

		v

NOTE TO THE SHAREHOLDERS OF QIAGEN N.V.

Dear QIAGEN Shareholder,

On March 3, 2020, Thermo Fisher Scientific Inc. and QIAGEN jointly announced that they entered into a Business Combination Agreement regarding a voluntary public takeover offer to be made by Quebec B.V., a wholly-owned subsidiary of Thermo Fisher, to the QIAGEN Shareholders to acquire their shares in QIAGEN for cash consideration of EUR 39.00 per ordinary share.

Today Quebec B.V. has launched its voluntary public takeover offer by way of publication of the Offer Document, as permitted by the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht). This Statement provides the joint reasoned statement of the Managing Board and Supervisory Board and position statement of QIAGEN regarding the Offer launched by Quebec B.V. This Statement also provides QIAGEN Shareholders with information about the Annual General Meeting to be held on June 30, 2020.

Before entering into the Business Combination Agreement, the QIAGEN Boards made a thorough assessment of the envisaged offer and the contemplated acquisition by Thermo Fisher. Consistent with their fiduciary duties, the QIAGEN Boards, following a careful review of alternatives and of the different stakeholders’ interests and with the support of their legal and financial advisors, unanimously concluded that the Offer and the contemplated acquisition by Thermo Fisher is in the best interest of QIAGEN and the QIAGEN Shareholders, the sustainable success of its business and clients, and its employees and other stakeholders.

We find it important to share with you our considerations, views and recommendation with respect to the Offer, which you will find in this Statement. We strongly encourage each QIAGEN Shareholder to read the Offer Document and this Statement carefully. Each QIAGEN Shareholder must make their own decision on whether and to what extent to accept the Offer, taking into account the overall circumstances.

As further set out in this Statement, the Managing Board and the Supervisory Board each unanimously resolved to support the Offer and to recommend that QIAGEN Shareholders (i) accept the Offer and tender their Shares in the Offer and (ii) vote in favor of the resolutions proposed in relation to the Offer at the Annual General Meeting to be held at 15:00 hours CEST on June 30, 2020 at Hulsterweg 82, 5912 PL Venlo, The Netherlands.

This Annual General Meeting is an important event for QIAGEN and its Shareholders. During this meeting the QIAGEN Shareholders will, in addition to the matters customarily addressed at the Annual General Meeting, be informed about the Offer, the other Proposed Transactions and be able to vote on the resolutions proposed by the QIAGEN Boards in connection to the Offer. Adoption of the Back-End Resolution (agenda item 18) is one of the conditions to the Offer.

In light of the current COVID-19 pandemic and to support the health and well-being of our shareholders, we highly recommend that you vote by proxy and follow the Annual General Meeting via our live webcast.

The QIAGEN Boards look forward to virtually welcoming you on June 30, 2020.

Yours sincerely,

 

Thierry Bernard   Chief Executive Officer		Roland Sackers   Chief Financial Officer and member of the Managing Board		Dr. Håkan Björklund   Chairman of the Supervisory Board

 

		1

1	GENERAL INFORMATION ABOUT THIS STATEMENT

 

1.1	Background

On May 18, 2020, the Bidder published an offer document (Angebotsunterlage) pursuant to Sec. 11 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”) (together with its annexes 1 to 3, the “Offer Document”) in accordance with Sec. 34 and Sec. 14 (2), (3) WpÜG for its voluntary public takeover offer (the “Offer”) for the acquisition of all ordinary shares in QIAGEN N.V. (“QIAGEN” or the “Company”). As per the Offer Document, on May 18, 2020, the English version of the Offer Document was also filed with the U.S. Securities and Exchange Commission (“SEC”) as an exhibit to the Bidder’s tender offer statement on Schedule TO (“Schedule TO”). Hereinafter, references to the Offer Document without further specification, refer to both the German version and English version of the Offer Document.

The Bidder is Quebec B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands, with its corporate seat in Breda, The Netherlands and registered with the Dutch trade register under number 77473469 (the “Bidder”). The Bidder is a wholly owned subsidiary of Thermo Fisher Scientific Inc. (“Thermo Fisher”, and together with its subsidiaries, the “Thermo Fisher Group”).

The Offer is directed towards all holders of QIAGEN Shares (the “QIAGEN Shareholders”). The Offer is for the acquisition of all issued ordinary shares in QIAGEN with par value of EUR 0.01 (each a “QIAGEN Share” and collectively the “QIAGEN Shares”) including all ancillary rights, in particular the entitlement to profits, existing at the time of the settlement of the Offer (the “Settlement”, and such date, the “Settlement Date”), against payment of cash consideration in the amount of EUR 39.00 per QIAGEN Share, without interest (the “Offer Price”). For purposes of the Offer, QIAGEN Shares include, without duplication, (i) all ordinary shares in QIAGEN’s share capital (each a “QIAGEN Ordinary Share”) and (ii) all fractional ordinary shares (onderaandelen) in QIAGEN’s share capital, each representing one-twenty-seventh (1/27th) of the value of one QIAGEN Share, (each a “Fractional QIAGEN Share”), provided that a Fractional QIAGEN Share will be treated for purposes of the definition of QIAGEN Shares as one-twenty-seventh (1/27th) of a QIAGEN Ordinary Share.

The Offer is being launched and implemented under the rules of law of the Federal Republic of Germany (“Germany”), the rules of law of The Netherlands (to the extent applicable) and the securities laws of the United States of America (the “U.S. “ or “United States” ). As per the Offer Document, the Offer will, in particular, be implemented in accordance with (i) the WpÜG and the German Regulation on the Content of the Offer Document, the Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Launch an Offer (Verordnung über den Inhalt der Angebotsunterlage, die Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots) (“WpÜGAngebV”), as well as the German Regulation on the Applicability of Provisions Concerning Offerings within the meaning of Sec. 1 (2) and (3) of the German Securities Acquisition and Takeover Act (Verordnung über die Anwendbarkeit von Vorschriften betreffend Angebote im Sinne des § 1 Abs. 2 und 3 des Wertpapiererwerbs und Übernahmegesetzes) (“WpÜGAnwendV”), (ii) the Dutch Act on Financial Supervision (Wet op het Financieel Toezicht) (“Wft”), the Dutch Decree on Public Takeovers (Besluit Openbare Biedingen Wft) (“PO Decree”) and the rules and regulations promulgated thereunder (together, the “Dutch Offer Rules”) and (iii) the U.S. Securities Exchange Act of 1934, as amended (“Exchange Act”), and the rules and regulations promulgated thereunder (together with the Exchange Act, the “U.S. Offer Rules”).

In order to reconcile certain areas in which German law and U.S. law conflict, the Bidder obtained, prior to the publication of the Offer Document, no-action and exemptive relief from the SEC to conduct the Offer in the manner described in the Offer Document (for more detail, see sec. 20 of the Offer Document).

Given that QIAGEN has its corporate seat in The Netherlands and the listed QIAGEN Ordinary Shares are admitted to trading on a regulated market in Germany within the European Economic Area, the Offer must comply with the terms and conditions of the WpÜG with regard to the consideration offered, the content of

 

		2

the Offer Document and the procedures to be followed in connection with the Offer (Sec. 1 (3) WpÜG in conjunction with Sec. 2 WpÜGAnwendV), which will be supervised by the German Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”). Information to be provided to the employees of QIAGEN and questions pertaining to corporate law as it concerns QIAGEN, including the conditions under which the QIAGEN Boards may undertake any action that might result in the frustration of the Offer, are governed by the laws of The Netherlands, in particular the Dutch Offer Rules and Dutch corporate law. In addition, as a result of the QIAGEN Ordinary Shares being listed on the New York Stock Exchange (the “NYSE”), the Offer must also comply with U.S. Offer Rules. The Bidder does not intend to make the Offer as a public offer pursuant to the applicable law of any jurisdictions other than Germany, The Netherlands and the United States.

BaFin reviewed the German version of the Offer Document as legally required and permitted the publication of the Offer Document on May 15, 2020. On May 18, 2020, the Bidder published the German version of the Offer Document at https://corporate.thermofisher.com/en/offer.html?lang=de and made copies thereof available at D.F. King Ltd, Mergenthaler Allee 15-21, 65760 Eschborn, Germany (requests for copies may be made by QIAGEN Shareholders free of charge via email to QGEN@dfking.com, via fax to +49 69 2222 129 19 or via phone to +49 800 186 0230, indicating a valid mailing address). In addition, the Bidder has made available an English version of the Offer Document, which has not been reviewed by BaFin, at http://corporate.thermofisher.com/en/offer.html/. Notice of (i) the availability of copies of the German version of the Offer Document provided free of charge in Germany and (ii) the website at which the German version of the Offer Document is available, will be published by the Bidder on May 18, 2020 in the German Federal Gazette (Bundesanzeiger).

The Offer Document sets forth that in the United States, the corresponding announcement of how to obtain a copy of the English version of the Offer Document free of charge will be made in The Wall Street Journal (for more detail, see sec. 1.4 of the Offer Document). To the extent legally required or at the Bidder’s sole discretion, all notifications and announcements will be published in the United States as part of a press release. Requests for copies of the English version of the Offer Document, the related Letter of Transmittal and the Notice of Guaranteed Delivery may be directed to the U.S. Information Agent for the Offer, D.F. King & Co., Inc. 48 Wall Street, 22nd Floor, New York, NY 10005, United States, email: QGEN@dfking.com and by calling +1 (877) 297-1744 (toll-free in the United States) for distribution free of charge.

On May 18, 2020, the Offer Document was provided to the managing board of QIAGEN (the “Managing Board”). Upon receipt, the Managing Board forwarded the Offer Document without delay to the supervisory board of QIAGEN (the “Supervisory Board”, and together with the Managing Board, the “QIAGEN Boards”) and, since no works council has been established at the level of QIAGEN, made the Offer Document available without delay to the employees of the QIAGEN Group. As further set forth in sec. 1.2 of this Statement, the QIAGEN Boards and QIAGEN hereby issue this joint statement on the Bidder’s Offer (this “Statement”). The Managing Board and the Supervisory Board, each individually, have discussed the Offer and have each unanimously resolved to approve this Statement on May 17, 2020.

 

1.2	Legal Basis for this Statement

Pursuant to Sec. 27 (1) sent. 1 WpÜG, the management board (Vorstand) and the supervisory board (Aufsichtsrat) of a target company (Zielgesellschaft) are each obliged to issue a reasoned statement (begründete Stellungnahme) on any takeover offer and any amendments thereto. The reasoned statement may be issued jointly by the management board and the supervisory board of the target company.

Pursuant to Sec. 27 (1) sent. 2 WpÜG, this Statement must, in particular, address (i) the type and the amount of the consideration being offered, (ii) the expected consequences of a successful Offer for QIAGEN and the employees of QIAGEN and their representative bodies, on the terms and conditions of employment, and on the business locations of QIAGEN, (iii) the objectives pursued by the Bidder with the Offer and (iv) the intention of each member of the Managing Board and the Supervisory Board to accept

 

		3

the Offer with respect to any QIAGEN Shares that such member holds. Pursuant to Sec. 27 (2) WpÜG, the employees of the target company, where no works council (Betriebsrat) is established, such as QIAGEN, may directly submit their written comments on the takeover offer to the management board (Vorstand) of the target company.

Furthermore, since QIAGEN is organized as a public limited liability company (naamloze vennootschap) under the laws of The Netherlands and has its registered office in The Netherlands, Sec. 18 (2) in connection with Annex G of the PO Decree requires QIAGEN to issue a position statement (gemotiveerde standpuntbepaling) with respect to the Offer.

The Managing Board and the Supervisory Board have decided to jointly issue and publish this Statement in which the information of the reasoned statement and the position statement in accordance with both the WpÜG and the PO Decree are combined. This Statement is issued in accordance with the laws of Germany and The Netherlands.

Furthermore, the English version of this Statement is being filed by QIAGEN with the SEC as an exhibit to its Solicitation/Recommendation Statement on Schedule 14D-9 filed in accordance with Rule 14d-9(b) and Rule 14e-2(a) promulgated under the Exchange Act (the “Schedule 14D-9”) and QIAGEN will disseminate the Schedule 14D-9 to QIAGEN Shareholders to the extent required by applicable U.S. Offer Rules and any other applicable law.

 

1.3	Factual Basis for this Statement

Except as expressly stated otherwise, references in this Statement to time are references to Central European Summer Time (“CEST”). The currency designation “EUR” or “€” relates to the Euro, the currency designation “USD” or “$” relates to the U.S. dollar and the currency designation “GBP” or “£” relates to the British Pound Sterling. Except as expressly stated otherwise, expressions such as “currently”, “at the present time”, “now”, “at present” or “today” refer to May 18, 2020, the date of publication of this Statement. References in this document to a “Banking Day” relate to any day, other than Saturday, Sunday or other day on which commercial banks in Frankfurt am Main, Germany, Amsterdam, The Netherlands or New York, New York, United States, are authorized or required by applicable law to close.

This Statement contains forward-looking statements that involve a number of risks and uncertainties. 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 need to develop new products and adapt to significant technological change; implementation of strategies for improving growth; general economic conditions and related uncertainties, including the impact of public health epidemics and the duration and severity of the COVID-19 pandemic; dependence on customers’ capital spending policies and government funding policies; the effect of economic and political conditions and exchange rate fluctuations; use and protection of intellectual property; the effect of changes in governmental regulations; the effect of laws and regulations governing government contracts; the possibility that expected benefits related to recent or pending acquisitions, including the Proposed Transactions, may not materialize as expected; the Proposed Transactions not being timely completed, if completed at all; regulatory approvals required for the Proposed Transactions not being timely obtained, if obtained at all, or being obtained subject to conditions; prior to the completion of the Proposed Transactions, 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 Transactions; and the parties being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected timeframes or at all.

 

		4

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, which is on file with the SEC and available in the Investors section of Thermo Fisher’s website, http://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, http://corporate.qiagen.com/investor-relations, under the heading Financial Reports, and in any subsequent 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, QIAGEN Shareholders should not rely on these forward-looking statements as representing either Thermo Fisher’s or QIAGEN’s views as of any date subsequent to the date of the respective statement.

The QIAGEN Boards do not intend to update this Statement and disclaim any obligation to do so, unless required under German, Dutch or U.S. law.

Except as expressly stated otherwise, any information contained in this Statement relating to the Bidder, to the persons acting jointly with the Bidder, and to the Offer, including the Bidder’s intentions, is based on the information contained in the Offer Document and other publicly available information. The QIAGEN Boards are not in a position to verify all of the information contained in the Offer Document or to influence the realization of the Bidder’s stated intentions. There can be no assurance that the intentions published in the Offer Document will be realized. Furthermore, sec. 2.3 of the Offer Document sets forth that the Bidder will update the Offer Document (also with regard to any changed intentions) only to the extent required by either the WpÜG or U.S. Offer Rules and permitted under both the WpÜG and U.S. Offer Rules.

This Statement may contain hypertext links to information on QIAGEN’s website, Thermo Fisher’s website or other websites. The information on any such website is not incorporated by reference into this Statement and does not constitute a part of this Statement.

 

1.4	No Statement by the Employees of QIAGEN

At the level of QIAGEN no works council has been established. The Offer Document has therefore been made available directly to the employees of the QIAGEN Group through QIAGEN’s intranet. As of the date of publication of this Statement, QIAGEN’s employees have not submitted a written statement in connection with the Offer. Hence, no statement of employees or any works council or other employee representative is attached to this Statement in accordance with Sec. 27 (2) WpÜG and Sec. 4 of Annex G of the PO Decree.

This Statement is, in accordance with Sec. 27 (3) sent. 2 WpÜG and Sec. 27 (2) of the PO Decree, simultaneously with its publication being made available to the employees of the QIAGEN Group through QIAGEN’s intranet.

 

1.5	Publication of this Statement and Potential Statements Regarding Amendments to the Offer

In accordance with Sec. 27 (3) and Sec. 14 (3) sent. (1) WpÜG as well as Sec. 18 (2) of the PO Decree, this Statement, as well as any supplements hereto and any additional statements made in connection with any amendments to the Offer (the “Supplemental Statements”) will be published on QIAGEN’s website at

https://www.qiagen.com/thermo-offer-de

in the German language, and at

https://www.qiagen.com/thermo-offer-en

 

		5

in the English language.

Copies of the German version of this Statement and German versions of any Supplemental Statements will be obtainable free of charge at QIAGEN N.V., Investor Relations, QIAGEN Strasse 1, 40476 Hilden, Germany, tel.: +49 2103 29 11709. The publication of the German version of this Statement and German versions of any Supplemental Statements as well as information about the free distribution of such statements will be announced by notice in the German Federal Gazette (Bundesanzeiger). Additionally, in accordance with Sec. 18 (3) of the PO Decree, a press release announcing the availability of this Statement and any Supplemental Statements will be issued in The Netherlands. In accordance with Sec. 18 (5) of the PO Decree, QIAGEN will register the English version of this Statement with the Dutch Authority for the Financial Markets (the “AFM”).

The English version of this Statement is being filed by QIAGEN with the SEC as an exhibit to its Schedule 14D-9 and QIAGEN will disseminate the Schedule 14D-9 to QIAGEN Shareholders to the extent required by applicable U.S. Offer Rules and any other applicable law. Investors will be able to obtain a copy of the Schedule 14D-9, including the exhibits thereto and other documents filed with the SEC, on the SEC’s website at https://www.sec.gov free of charge.

Furthermore, the Schedule 14D-9 will be available on QIAGEN’s website at https://www.qiagen.com/thermo-offer-en and copies of the Schedule 14D-9 will be obtainable free of charge by contacting QIAGEN N.V., Hulsterweg 82, 5912 PL Venlo, The Netherlands, tel. +1 240 686-2222, email: ir@qiagen.com. QIAGEN also intends to mail the Schedule 14D-9 to holders of QIAGEN Ordinary Shares held in the DTC system and to holders of Directly Registered Shares.

 

1.6	Individual Review and Decision Responsibility of QIAGEN Shareholders

The description of the Bidder’s Offer contained in this Statement does not purport to be complete. The provisions of the Offer Document alone are authoritative and decisive as regards the content and implementation of the Offer. The assessments and recommendations of the Managing Board and the Supervisory Board contained in this Statement are not binding upon the QIAGEN Shareholders. Where and to the extent this Statement refers to the Offer or the Offer Document or quotes, summarizes or reproduces portions of them, such statements constitute mere references for information purposes. The Managing Board and the Supervisory Board neither adopt the Offer or the Offer Document as their own in any way nor assume any liability for the correctness, accuracy or completeness of the Offer and the Offer Document.

It will be the responsibility of the individual QIAGEN Shareholders to review the Offer Document. QIAGEN Shareholders who accept or do not accept the Offer will be responsible for fulfilling the requirements and conditions that apply to QIAGEN Shareholders as set forth in the Offer Document.

In this Statement, the Managing Board and the Supervisory Board have not taken into account the individual circumstances of each QIAGEN Shareholder (including his or her personal tax situation). Ultimately, each QIAGEN Shareholder must make his or her own independent decision whether and, if so, to what extent to accept the Offer. Each QIAGEN Shareholder must make its own decision on whether or not to accept the Offer and vote in favor of the Resolutions, taking into account the overall circumstances, its individual situation (including its individual tax situation), and its personal assessment of the possibilities of the future development of the value and share price of QIAGEN Shares. In particular the specific tax situation of each QIAGEN Shareholder may in individual cases result in valuations different from those presented by the QIAGEN Boards. The QIAGEN Boards recommend that each QIAGEN Shareholder seek individual tax and legal advice from his or her own tax and legal advisors.

QIAGEN Shareholders who wish to accept the Offer should examine whether accepting the Offer is compatible with any legal obligations that may arise from their personal circumstances (e.g. security interests in the QIAGEN Shares or selling restrictions). It is not practicable for the QIAGEN Boards to examine each QIAGEN Shareholder’s individual obligations or to take them into account in making their

 

		6

recommendation. The QIAGEN Boards recommend that all persons who receive the Offer Document outside Germany, The Netherlands or the United States or who wish to accept the Offer but are subject to the securities laws of any jurisdiction other than Germany, The Netherlands and the United States, inform themselves of the applicable securities laws and act in compliance therewith.

The Managing Board and the Supervisory Board do not assume any responsibility for the decisions of QIAGEN Shareholders.

 

1.7	Special Information for QIAGEN Shareholders in the United States

This Statement is made in accordance with the statutory requirements of Germany and The Netherlands. In addition, QIAGEN is filing the English version of this Statement with the SEC as an exhibit to its Schedule 14D-9. The Managing Board and the Supervisory Board advise QIAGEN Shareholders who reside in the United States that this Statement has been prepared in accordance with a format and structure generally customary in Germany and The Netherlands, which differs from the format and structure customary for a Solicitation/Recommendation Statement in the United States.

Neither the SEC nor any state securities commission in the United States have approved or disapproved this Statement or reviewed this Statement prior to its publication.

 

2	GENERAL INFORMATION ABOUT QIAGEN AND THE BIDDER

 

2.1	Information about QIAGEN

 

2.1.1

Legal Basis, Corporate History and Business

QIAGEN is a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands, with its corporate seat in Venlo, The Netherlands. QIAGEN is registered under its commercial and legal name with the Dutch trade register (Kamer van Koophandel) under number 12036979. The address of QIAGEN is: Hulsterweg 82, 5912 PL Venlo, The Netherlands. The telephone number of QIAGEN’s principal executive office is +31 77 355 6600.

QIAGEN is a leading provider of life science and molecular diagnostic solutions and has approximately 5,100 employees at 35 locations in more than 25 countries. QIAGEN generated sales for 2019 of USD 1.53 billion. Its sample preparation technologies are used to extract, isolate and purify DNA, RNA and proteins from a wide range of biological samples. QIAGEN’s assay technologies are then used to amplify and enrich these biomolecules to make them readily accessible for analysis. In addition, QIAGEN’s instruments can be used to automate these workflows, while its bioinformatics systems provide customers with relevant, actionable insights.

 

2.1.2

Share Capital, Shareholder Structure and Listings

Share Capital

Pursuant to QIAGEN’s articles of association, QIAGEN’s authorized share capital consists of 410,000,000 ordinary shares, EUR 0.01 par value per share, 40,000,000 financing preference shares, EUR 0.01 par value per share, and 450,000,000 preference shares, EUR 0.01 par value per share.

At the time of the publication of this Statement, QIAGEN’s issued share capital (geplaatst kapitaal) consists of 230,829,218 QIAGEN Ordinary Shares and 2,448 Fractional QIAGEN Shares, of which as of this date:

 

(i)

228,243,716 QIAGEN Ordinary Shares and 1,251 Fractional QIAGEN Shares are outstanding; and

 

(ii)

2,585,502 QIAGEN Ordinary Shares and 1,197 Fractional QIAGEN Shares are held by QIAGEN in treasury.

 

		7

All issued QIAGEN Shares have been fully paid up.

To the knowledge of QIAGEN, as of May 14, 2020, the investors listed below hold, directly or indirectly, 3% or more of the voting rights from QIAGEN Shares (within the meaning of Sec. 5:45 of the Wft):

 

Investor		Percentage of Voting Rights(1)
BlackRock, Inc.			8.61	%
PRIMECAP Management Co.			5.48	%
Sun Life Financial, Inc.			5.43	%
State Street Corp.			3.73	%
The Vanguard Group, Inc.			3.33	%

 

(1)

Expressed as the percentage of the issued and outstanding capital of QIAGEN.

Listings

QIAGEN Ordinary Shares are admitted for trading on the NYSE, listed under the ticker symbol “QGEN”, and on the Prime Standard of the Frankfurt Stock Exchange (Frankfurter Wertpapierbörse) (the “FSE”), listed under the symbol “QIA”. In addition, the QIAGEN Ordinary Shares are tradable on the Berlin Second Regulated Market of the Berlin stock exchange and on the regulated unofficial market (Freiverkehr) of the stock exchanges of Düsseldorf, Hamburg, Hanover, Munich and Stuttgart as well as via Quotrix and Tradegate Exchange. The QIAGEN Ordinary Shares are currently included in the MDAX and TecDAX, both indices calculated by Deutsche Börse AG and/or its relevant affiliates. Fractional QIAGEN Shares are not admitted for trading on any stock market.

There are different systems through which QIAGEN Shareholders hold QIAGEN Shares: (1) QIAGEN Ordinary Shares held through the Clearstream system (“Clearstream Shares”), (2) QIAGEN Ordinary Shares held in the Depository Trust Company (“DTC”) system but not through the Clearstream system (“DTC Shares”) and (3) QIAGEN Shares that are directly registered on the QIAGEN shareholders register (“Directly Registered Shares”, which includes (i) QIAGEN Ordinary Shares that are held in certificated or book-entry form on the books of QIAGEN’s U.S. transfer agent and (ii) all outstanding Fractional QIAGEN Shares).

 

2.1.3

Members of the Managing Board and the Supervisory Board

The Managing Board currently consists of the following person:

 

•

Roland Sackers, Chief Financial Officer

Furthermore, Thierry Bernard serves as the Chief Executive Officer of QIAGEN but is currently not a member of the Managing Board. On March 24, 2020, it was announced that a Joint Meeting of the Supervisory Board and the Managing Board had resolved to propose Mr. Bernard for election as Chief Executive Officer and Managing Director at the next annual general meeting of QIAGEN.

The Supervisory Board consists of seven members and is currently composed of the following persons:

 

•

Dr. Håkan Björklund, Chairman of the Supervisory Board

 

•

Stéphane Bancel

 

•

Dr. Metin Colpan

 

•

Dr. Ross L. Levine

 

•

Dr. Elaine Mardis

 

•

Lawrence A. Rosen

 

•

Elizabeth E. Tallett

 

		8

On March 24, 2020, it was announced that a Joint Meeting of the Supervisory Board and the Managing Board had resolved to propose the current members of the Supervisory Board to all stand for re-election at the next annual general meeting.

 

2.1.4

Structure and Business Activities of the QIAGEN Group

QIAGEN is the ultimate financial and management holding company of the QIAGEN Group. QIAGEN is a leading provider of life science and molecular diagnostic solutions.

The QIAGEN Group’s mission is to enable customers across the continuum of molecular testing from life sciences research to clinical health to unlock valuable molecular insights faster, better and more efficiently – from the raw biological sample through to the final interpreted result.

The QIAGEN Group serves its customers in two major customer classes:

 

•

Molecular Diagnostics: The QIAGEN Group offers one of the broadest portfolios of molecular technologies for healthcare, serving healthcare providers using molecular insights to guide patient care, especially in QIAGEN’s priority focus areas of oncology, infectious diseases and immune monitoring.

 

•

Life Sciences: The QIAGEN Group serves researchers in universities, research institutes and industry customers who are using molecular testing to achieve new insights into disease and other biological processes, as well as applying molecular testing in non-healthcare fields.

 

•

Academia / Applied Testing: exploration of the secrets of life such as disease mechanisms and pathways, translating findings into drug targets or other discoveries, or serving purposes such as forensics and human identification.

 

•

Pharma: serving pharmaceutical and biotechnology companies engaging in the R&D process from drug discovery to translational medicine and then clinical development.

In the financial year ended December 31, 2019, the QIAGEN Group had 5,096 employees, of which 19% worked in research and development, 40% in sales, 23% in production, 6% in marketing and 12% in administration.

 

2.1.5

Strategy of the QIAGEN Group

The QIAGEN Group is executing a focused strategy to build value through profitable growth opportunities in the expanding market for molecular testing in life sciences and healthcare.

The QIAGEN Group is a leader in Sample to Insight solutions, with a portfolio of technologies to empower customers from start to finish in the molecular testing process. In a challenging world, the QIAGEN Group’s approach is designed to help customers achieve molecular insights faster, better and more efficiently.

Over more than three decades, the QIAGEN Group has built a unique company that has deep relationships with customers across the continuum from academic research, to pharmaceutical development, to molecular diagnostics and other applications. The QIAGEN Group partners with researchers in creating molecular testing technologies in the early stages, then develops and commercializes promising applications and platforms as these methods emerge in healthcare and industry.

The QIAGEN Group strives for innovation in molecular testing, through cutting-edge R&D at its centers of excellence and targeted acquisitions that expand its presence in growing fields.

The QIAGEN Group has focused its resources to maximize sales growth in promising fields, such as screening for latent tuberculosis infection, next-generation sequencing, personalized healthcare, polymerase chain reaction (PCR), and differentiated technologies for preparing and analyzing samples. The QIAGEN Group provides state-of-the-art, cost-effective workflows in multiple platforms including PCR and next-generation sequencing (NGS).

 

		9

Geographically, the QIAGEN Group has robust product portfolios and sales efforts in major markets of the North America, Europe and Asia-Pacific regions. The QIAGEN Group has expanded in emerging markets, resulting in rapid growth in countries with increasing research and healthcare spending.

Furthermore, the QIAGEN Group cultivates a highly talented global workforce and strong governance at the executive and board levels. The QIAGEN Group’s culture values focus, accountability and entrepreneurial decision making.

In seeking to accelerate its growth trajectory, the QIAGEN Group also strives to manage the business to deliver operating leverage and enhance profitability and shareholder value.

The QIAGEN Group is making a long-term difference in the world by making improvements in life possible.

 

2.2	Financial Information about QIAGEN

This section outlines relevant recent and historic financial information in relation to QIAGEN. It shows, among other things, the recent development of QIAGEN’s business, by comparing revenues over the years ended December 31, 2019 and 2018.

Furthermore, pursuant to Sec. 18 (2) and Annex G in conjunction with Annex B of the PO Decree, QIAGEN has included the following financial information in this Statement:

 

•

The consolidated balance sheets, the income statements, the comprehensive income statements and the statements of cash flows, each as of and for the years ended December 31, 2018, 2017 and 2016 (the “Selected Consolidated Financial Information”), which have been derived from the audited financial statements as adopted by the annual general meetings of QIAGEN accompanied by an independent auditor’s report; and

 

•

The financial statements as of and for the year ended December 31, 2019, including an independent auditor’s report.

The PO Decree requires QIAGEN to include the Selected Consolidated Financial Information derived from QIAGEN’s audited financial statements as adopted by QIAGEN’s general meeting of shareholders. The adopted financial statements of QIAGEN contain financial information prepared in accordance with International Financial Reporting Standards, as adopted by the European Union (“IFRS”) and with the financial reporting requirements included in Part 9 of Book 2 of the Dutch Civil Code (Burgerlijk Wetboek) (“DCC”), which are the statutory accounts of QIAGEN.

In addition to IFRS, QIAGEN publishes financial information prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S. GAAP”) to improve the comparability of performance with many industry peer companies that also provide results under U.S. GAAP. These results are also included in filings with the SEC, and are available at http://www.corporate.qiagen.com/investor-relations/financial-reports.

Therefore, this section (Financial Information about QIAGEN) contains the following financial information:

 

(i)

Business Development (sec. 2.2.1 of this Statement);

 

(ii)

Basis for Preparation Regarding IFRS (sec. 2.2.2 of this Statement);

 

(iii)

Comparative Overview of Consolidated Balance Sheets as of December 31, 2018, 2017 and 2016 Prepared in Accordance with IFRS (sec. 2.2.3 of this Statement);

 

(iv)

Comparative Overview of Consolidated Income Statements for the Years Ended December 31, 2018, 2017 and 2016 Prepared in Accordance with IFRS (sec. 2.2.4 of this Statement);

 

		10

(v)

Comparative Overview of Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2018, 2017 and 2016 Prepared in Accordance with IFRS (sec. 2.2.5 of this Statement);

 

(vi)

Comparative Overview of Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016 Prepared in Accordance with IFRS (sec. 2.2.6 of this Statement);

 

(vii)

Independent Auditor’s Report of KPMG Accountants N.V. on the Selected Consolidated Financial Information (sec. 2.2.7 of this Statement); and

 

(viii)

Financial Statements for the Year Ended December 31, 2019 Prepared in Accordance with IFRS Including Independent Auditor’s Report of KPMG Accountants N.V. (sec. 2.2.8 of this Statement).

Please note that the Selected Consolidated Financial Information included in secs. 2.2.3, 2.2.4, 2.2.5 and 2.2.6 of this Statement has been derived from the audited financial statements as adopted by the annual general meetings of QIAGEN accompanied by an independent auditor’s report, as of and for the years ended December 31, 2018, 2017 and 2016, as required by the PO Decree and that the original language of these audited financial statements is English. Please refer to sec. 1.5 of this Statement for information on the availability of this Statement in the German and English language.

 

2.2.1

Business Development

Development of revenue in the year ended December 31, 2019 compared to the year ended December 31, 2018

QIAGEN’s net sales of USD 1.5 billion in 2019 consisted of consumable and related revenues (89% of sales) and instruments (11% of sales).

Compared to 2018, Molecular Diagnostics grew 1% and represented 48% of sales in 2019. During 2019, Life Sciences sales grew 2% and reflected 52% of QIAGEN’s sales. Overall, QIAGEN’s net sales were 2% higher in 2019 than in 2018.

QIAGEN N.V. AND SUBSIDIARIES

NET SALES BY PRODUCT CATEGORY AND CUSTOMER CLASS - IFRS

 

		Years ended December 31,
(in thousands)		2019				2018
Consumables and related revenues		$	1,354,147			$	1,315,459
Instruments			172,277				186,389
Total		$	1,526,424			$	1,501,848
Molecular Diagnostics		$	737,132			$	731,799
Life Sciences			789,292				770,049
Academia / Applied Testing			487,632				479,501
Pharma			301,660				290,548
Total		$	1,526,424			$	1,501,848

Results for First Quarter of 2020

QIAGEN announced full results of operations for Q1 2020, with net sales of $372.1 million – showing a growth of 7%, or 9% at constant exchange rates (compared to an outlook of ~2-3% at constant exchange rates). QIAGEN’s diluted earnings per share were $0.17 and its adjusted earnings per share were $0.34 at constant exchange rates (compared to an outlook of ~$0.28-0.29 at constant exchange rates).

 

		11

Further information on the Q1 2020 results (including financial tables) as well as the actions that QIAGEN took to support the global response to the COVID-19 pandemic and that contributed to the Q1 2020 results, is set out in the press release of May 6, 2020, to be found on QIAGEN’s website at

https://corporate.qiagen.com/investor-relations/financial-releases/2020/q1-2020-press-release-de

in the German language, and at

https://corporate.qiagen.com/investor-relations/financial-releases/2020/q1-2020-press-release-en

in the English language.

Outlook

QIAGEN currently expects, based on trends to date, net sales growth of at least 12% at constant exchange rates (CER) and adjusted earnings per share (EPS) of at least $0.40 CER for the second quarter of 2020 compared to the same period in 2019.

Sales growth for the second quarter of 2020 is expected to be largely driven by the ongoing significant demand for various products and solutions used in coronavirus pandemic testing, and to more than offset lower sales in other areas of the portfolio affected by widespread quarantine and lockdown actions in several countries. For the second quarter of 2020, QIAGEN expects adverse currency movements to have an adverse impact of about 2-3 percentage points on net sales growth at actual rates, and an adverse impact of up to about $0.01 on adjusted EPS.

QIAGEN currently anticipates the growth trends from the first half of 2020 to continue for the full year, but cannot reliably predict to what extent this will occur due to uncertainties regarding the length and further spread of the coronavirus pandemic, as well as future measures being undertaken in various parts of the world to contain it. The possible consequences on QIAGEN’s production, supply chains and long-term demand cannot be reliably gauged. Consequently, QIAGEN has decided to suspend its outlook for the full-year 2020 at this time.

 

2.2.2

Basis for Preparation Regarding IFRS

The Selected Consolidated Financial Information in this section has been derived from the 2018, 2017 and 2016 financial statements of QIAGEN prepared in accordance with IFRS. It has been included in this Statement as required pursuant to the PO Decree. KPMG Accountants N.V. expressed an unmodified audit opinion on the audited financial statements of QIAGEN N.V. for the years 2016, 2017 and 2018 in their reports dated April 6, 2017, April 11, 2018 and April 29, 2019, respectively. Reading the Selected Consolidated Financial Information is not a substitute for reading the audited financial statements of QIAGEN for the years 2018, 2017 and 2016.

The financial statements from which the Selected Consolidated Financial Information has been derived were prepared in accordance with (i) IFRS, and (ii) the financial reporting requirements included in Part 9 of Book 2 of the DCC.

As of January 1, 2019, QIAGEN has implemented the following changes in its accounting policies in relation to IFRS. These changes are applicable to the financial statements for the year ended December 31, 2019.

 

(a)

QIAGEN adopted the Annual Improvements to IFRS Standards 2015-2017 Cycle without impact.

 

(b)

QIAGEN adopted IFRS 16 Leases using the modified retrospective approach and did not restate the financial statements. Under this new guidance, lessees are required to present right-of-use assets and lease liabilities on the balance sheet. This new lease guidance requires that a lessee recognize the following for leases at the commencement date:

 

•

A lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and

 

		12

•

A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

Under this approach, the cumulative effect of initially applying the standard was recognized as an adjustment to the opening balance of retained earnings on the date of the initial application. As a lessee, the classification of QIAGEN’s leases did not change, but QIAGEN recognized a lease liability and corresponding right-of-use asset on its consolidated balance sheets for all its leases. QIAGEN elected the package of practical expedients which allows QIAGEN to not reassess (i) whether existing contracts contain leases, (ii) the lease classification for existing leases and (iii) whether existing initial direct costs meet the new definition. QIAGEN also elected the hindsight practical expedient which permits entities to use hindsight in determining the lease term when transitioning to IFRS 16. QIAGEN’s initial lease liabilities and right-of-use assets totalled $56.4 million and $57.7 million, respectively, as recorded in QIAGEN’s condensed consolidated balance sheet as of January 1, 2019, primarily relating to leased office space. The difference between the additional rights-of-use assets and the lease liabilities was recorded as a $1.3 million adjustment to retained earnings. The standard did not materially impact QIAGEN’s consolidated net earnings or cash flows.

 

(c)

QIAGEN adopted IFRIC 23, Uncertainty over Income Tax Treatments, without impact. IFRIC 23 clarifies the application of the recognition and measurement requirements of IAS 12 when there is uncertainty about the income tax treatment. For recognition and measurement, estimates and assumptions must be made, e.g. whether an estimate is made separately or together with other uncertainties, a most likely amount or expected amount for the uncertainty is used and whether changes have occurred compared to the previous period. The risk of detection from tax authorities is irrelevant for the recognition of uncertain balance sheet items. Accounting is based on the assumption that the tax authorities are investigating the matter in question and that they have all relevant information at their disposal.

Reference is made to the financial statements as of and for the year ended December 31, 2019, which have been included in Annex 1 to this Statement, for a summary of the significant accounting policies of QIAGEN for the financial statements prepared in accordance with IFRS for the year ended December 31, 2019. These changes have not been implemented with retrospective effect in the financial statements for the years ended December 31, 2018, 2017 and 2016.

The Selected Consolidated Financial Information set forth below contains the summaries only of the consolidated balance sheets, the consolidated income statements, the consolidated comprehensive income statements and the consolidated statements of cash flows, excluding related note disclosures and a description of significant accounting policies. For a better understanding of QIAGEN’s financial position, income and cash flows, the Selected Consolidated Financial Information should be read in conjunction with the unabbreviated audited financial statements prepared in accordance with IFRS for the years ended December 31, 2019, 2018, 2017 and 2016, including the related notes and description of significant accounting policies that were applied for each of these years, which are available on the website of QIAGEN at http://www.corporate.qiagen.com/investor-relations/financial-reports/other-reports and the financial reporting register of the AFM.

 

		13

2.2.3

Comparative Overview of Consolidated Balance Sheets as of December 31, 2018, 2017 and 2016 Prepared in Accordance with IFRS(1)

 

		As of December 31,
(in thousands)		2018				2017				2016
Assets
Current assets:
Cash and cash equivalents		$	1,159,079			$	657,714			$	439,180
Current financial assets			214,568				359,198				92,999
Trade accounts receivable			351,612				329,138				278,244
Income taxes receivable			34,936				39,509				23,795
Inventories			162,912				155,927				136,552
Fair value of derivative financial instruments(2)			102,754				—				—
Other current assets(2)			89,795				82,134				45,210
Total current assets			2,115,656				1,623,620				1,015,980
Non-current assets:
Property, plant and equipment			340,012				324,011				308,708
Goodwill			2,134,125				2,038,180				1,951,660
Other intangible assets			674,997				703,014				718,295
Equity accounted investments			14,845				18,462				10,826
Non-current financial assets			81,639				36,813				42,237
Deferred tax assets			57,851				67,985				95,203
Fair value of derivative financial instruments			295,363				224,398				190,173
Other non-current assets			83,329				48,629				39,673
Total non-current assets			3,682,161				3,461,492				3,356,775
Total assets		$	5,797,817			$	5,085,112			$	4,372,755
Liabilities and equity
Current liabilities:
Current financial debts		$	503,589			$	—			$	—
Trade and other accounts payable			69,415				59,205				51,218
Provisions			4,237				4,853				4,664
Income tax payable			30,047				22,632				26,906
Fair value of derivative financial instruments(3)			107,027				—				—
Other current liabilities(3)			258,780				232,667				225,641
Total current liabilities			973,095				319,357				308,429
Non-current liabilities:
Non-current financial debts			1,671,811				1,757,402				1,064,041
Deferred tax liabilities			70,617				85,053				51,161
Fair value of derivative financial instruments			614,200				412,536				341,893
Other non-current liabilities			89,279				84,354				97,406
Total non-current liabilities			2,445,907				2,339,345				1,554,501
Commitments and contingencies
Equity:
Common Shares			2,702				2,702				2,812
Share premium			1,727,922				1,687,564				1,897,399
Retained earnings			1,133,682				1,071,393				1,059,927
Reserves			(306,588	)			(216,262	)			(330,307	)
Less treasury shares, at cost			(178,903	)			(118,987	)			(120,006	)
Total equity			2,378,815				2,426,410				2,509,825
Total liabilities and equity		$	5,797,817			$	5,085,112			$	4,372,755

 

		14

(1)	Balance Sheet amounts are presented as disclosed in the IFRS annual report for each respective year. Reclassifications to conform to presentation for more current years are not considered.

(2)	Other current assets as of December 31, 2017 and 2016 include fair value of derivative financial instruments of $7.5 million and $5.4 million, respectively.

(3)	Other current liabilities as of December 31, 2017 and 2016 include fair value of derivative financial instruments of $2.4 million and $6.1 million, respectively.

 

2.2.4

Comparative Overview of Consolidated Income Statements for the Years Ended December 31, 2018, 2017 and 2016 Prepared in Accordance with IFRS(1)

 

		Years ended December 31,
(in thousands, except per share data)		2018				2017				2016
Net sales		$	1,501,848			$	1,417,536			$	1,337,991
Cost of sales			(509,069	)			(504,948	)			(503,954	)
Gross profit			992,779				912,588				834,037
Operating expenses:
Other operating income			29,764				5,326				758
Research and development expense(2)			(157,877	)			(146,046	)			(170,461	)
Sales and marketing expense(2)			(431,313	)			(414,960	)			(440,443	)
General and administrative, restructuring, integration and other expense(2)			(147,690	)			(193,622	)			(129,248	)
Other operating expense			(13,117	)			(6,336	)			(4,339	)
Total operating expenses, net			(720,233	)			(755,638	)			(743,733	)
Income from operations			272,546				156,950				90,304
Financial income			20,851				10,645				6,776
Financial expense			(67,293	)			(49,685	)			(39,022	)
Foreign currency losses, net			(12,257	)			(3,259	)			(15	)
Gain (loss) from equity accounted investments			2,592				3,165				(5,478	)
Other financial (expense) income, net			(69,544	)			39,408				(19,419	)
Total finance (expense) income, net			(125,651	)			274				(57,158	)
Income before income taxes			146,895				157,224				33,146
Income taxes			(42,001	)			(89,846	)			16,131
Net income		$	104,894			$	67,378			$	49,277
- attributable to noncontrolling interest		$	—			$	—			$	(101	)
- attributable to the owners of QIAGEN N.V.		$	104,894			$	67,378			$	49,378
Basic earnings per common share		$	0.46			$	0.30			$	0.21
Diluted earnings per common share		$	0.45			$	0.29			$	0.21
Weighted average shares outstanding
Basic			226,640				228,074				234,800
Diluted			233,456				233,009				238,993

 

(1)	Income Statements amounts are presented as disclosed in the IFRS annual report for each respective year. Reclassifications to conform to presentation for more current years are not considered.

(2)	For the year ended December 31, 2016, Research and development expense and Sales and marketing expense include restructuring charges that on a comparative basis are considered in General and administrative, restructuring, integration and other expense.

 

		15

2.2.5

Comparative Overview of Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2018, 2017 and 2016 Prepared in Accordance with IFRS(1)

 

		Years ended December 31,
(in thousands)		2018				2017				2016
Net income		$	104,894			$	67,378			$	49,277
Other comprehensive income not reclassified to profit or loss in subsequent periods
Gain on pensions, before tax			1,325				886				929
Other comprehensive (loss) income to be reclassified to profit or loss in subsequent periods
Foreign currency translation adjustments, before tax			(108,486	)			136,910				(66,377	)
Gains (losses) on cash flow hedges, before tax(2)			11,368				(50,067	)			(3,969	)
Reclassification adjustments on cash flow hedges, before tax			(9,774	)			26,136				(6,228	)
Net investment hedge(2)			13,839				—				—
Net change in fair value of financial assets, before tax			—				(854	)			(1,421	)
Other comprehensive (loss) income, before tax			(91,728	)			113,011				(77,066	)
Income tax relating to components of other comprehensive income			460				1,034				2,563
Total other comprehensive (loss) income, after tax			(91,268	)			114,045				(74,503	)
Comprehensive income (loss)			13,626				181,423				(25,226	)
Comprehensive income attributable to non-controlling interest			—				—				(545	)
Comprehensive income (loss) attributable to the owners of QIAGEN N.V.		$	13,626			$	181,423			$	(25,771	)

 

(1)	Statements of Comprehensive Income (Loss) amounts are presented as disclosed in the IFRS annual report for each respective year. Reclassifications to conform to presentation for more current years are not considered.

(2)	For the year ended December 31, 2017, Gains (losses) on cash flow hedges, net of tax include losses that on a comparative basis are considered in Net investment hedge.

 

2.2.6

Comparative Overview of Consolidated Statements of Cash Flows for the Years Ended December 31, 2018, 2017 and 2016 Prepared in Accordance with IFRS(1)

 

		Years ended December 31,
(in thousands)		2018				2017				2016
Net income		$	104,894			$	67,378			$	49,277
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			214,547				226,491				222,608
Non-cash impairments			17,020				5,137				45,462
Amortization of debt discount and issuance costs			36,393				24,773				20,451
Deferred income taxes			(12,990	)			55,773				(59,790	)
Share based compensation			40,113				34,442				28,288
(Gain) loss on financial assets			(2,725	)			1,055				(1,360	)
Reversals of contingent consideration			—				(3,269	)			(6,501	)
Other non-cash items, including fair value changes in derivatives			58,470				(42,829	)			38,255
Changes in operating assets and liabilities:
Accounts receivable			(41,813	)			(34,165	)			(12,238	)
Inventories			(36,918	)			(21,633	)			(20,346	)
Other current assets(2)			(9,942	)			(5,245	)			10,189
Other non-current assets(2)			(29,883	)			(441	)			—
Accounts payable			6,993				4,321				(1,466	)

 

		16

		Years ended December 31,
(in thousands)		2018				2017				2016
Accrued and other liabilities(3)		$	1,153			$	9,056			$	36,899
Other non-current liabilities(3)			15,911				24,090				—
Income taxes			39,489				3,156				33,145
Interest paid			(25,902	)			(20,252	)			(18,227	)
Interest received			17,978				7,478				6,082
Income taxes paid, net of refunds			(29,317	)			(40,499	)			(22,670	)
Net cash provided by operating activities			363,471				294,817				348,058
Cash flows from investing activities:
Purchases of property, plant and equipment			(55,774	)			(27,225	)			(28,317	)
Purchases of intangible assets			(94,989	)			(97,180	)			(65,607	)
Development expenses			(3,975	)			(8,038	)			(5,674	)
Proceeds from sale of equipment			—				42				63
Purchases of financial assets			(568,002	)			(450,564	)			(496,304	)
Proceeds from financial assets			691,765				189,006				533,847
Purchase of investments			(9,398	)			(4,777	)			(23,448	)
Cash paid for acquisitions, net of cash acquired			(172,832	)			(50,549	)			(90,490	)
Proceeds from divestiture			16,394				—				—
Cash paid for collateral asset(4)			(3,461	)			(20,707	)			—
Other investing activities(4)			(15,059	)			(2,310	)			(8,800	)
Net cash used in investing activities			(215,331	)			(472,302	)			(184,730	)
Cash flows from financing activities:
Capital repayment			—				(243,945	)			—
Proceeds from issuance of cash convertible notes, net of issuance costs			494,879				394,391				—
Proceeds from long-term debt, net of issuance costs			—				329,875				—
Purchase of call option related to cash convertible notes			(97,277	)			(73,646	)			—
Proceeds from issuance of warrants			72,406				45,396				—
Repayment of long-term debt			—				—				(6,738	)
Principal payments on finance leases			(1,308	)			(1,402	)			(1,322	)
Proceeds from issuance of common shares			4,412				6,075				6,269
Purchase of treasury shares			(104,685	)			(60,970	)			—
Other financing activities			(8,019	)			(8,587	)			(9,595	)
Net cash provided by (used in) financing activities			360,408				387,187				(11,386	)
Effect of exchange rate changes on cash and cash equivalents			(7,183	)			8,832				(2,773	)
Net increase in cash and cash equivalents			501,365				218,534				149,169
Cash and cash equivalents, beginning of period			657,714				439,180				290,011
Cash and cash equivalents, end of period		$	1,159,079			$	657,714			$	439,180

 

(1)	Statements of cash flows amounts are presented as disclosed in the IFRS annual report for each respective year. Reclassifications to conform to presentation for more current years are not considered.

(2)	Other current assets for the year ended December 31, 2016 include Other non-current assets of $3.5 million.

(3)	Accrued and other liabilities for the year ended December 31, 2016 include Other non-current liabilities of $8.1 million.

(4)	Other investing activities for the year ended December 31, 2016 include Cash paid for collateral asset of $1.2 million.

 

		17

2.2.7

Independent Auditor’s Report of KPMG Accountants N.V. on the Selected Consolidated Financial Information

Report of the independent auditor

To: the Managing Board of QIAGEN N.V.

Our opinion

The summary financial statements of QIAGEN N.V. for the years ended December 31, 2016, 2017 and 2018 (hereafter the “Summary Financial Statements”) are derived from the audited financial statements of QIAGEN N.V. for the years ended December 31, 2016, 2017 and 2018.

In our opinion the accompanying Summary Financial Statements are consistent, in all material respects, with those financial statements, on the basis described in the Basis for Preparation Regarding IFRS paragraph.

The Summary Financial Statements comprise:

 

1

the summary consolidated balance sheets as of December 31, 2016, 2017 and 2018;

 

2

the following consolidated statements for the years ended December 31, 2016, 2017 and 2018: the summary income statement, the summary statement of comprehensive income (loss) and the summary statement of cash flows; and

 

3

the accompanying other explanatory information.

The Summary Financial Statements do not contain all the disclosures required by International Financial Reporting Standards as adopted by the European Union (EU-IFRS) and by Part 9 of Book 2 of the Dutch Civil Code. Reading the Summary Financial Statements, therefore, is not a substitute for reading the audited financial statements of QIAGEN N.V. and our report thereon.

The Summary Financial Statements and the audited financial statements do not reflect the effects of events that occurred subsequent to the date of our report on those financial statements of April 6, 2017, April 11, 2018 and April 29, 2019, respectively.

The audited financial statements and our report thereon

We expressed an unmodified audit opinion on the audited financial statements of QIAGEN N.V. for the years ended December 31, 2016, 2017 and 2018 in our reports dated April 6, 2017, April 11, 2018 and April 29, 2019, respectively.

Our auditor’s report also includes communication of materiality, scope of the group audit and key audit matters.

Responsibilities of the Managing Board and the Supervisory Board for the Summary Financial Statements

The Managing Board is responsible for the preparation of the Summary Financial Statements on the basis described in the Basis for Preparation Regarding IFRS paragraph.

The Supervisory Board is responsible for overseeing the financial reporting process of the Summary Financial Statements.

 

		18

Our responsibilities for the audit of the Summary Financial Statements

Our responsibility is to express an opinion on whether the Summary Financial Statements are consistent, in all material respect, with the audited financial statements based on our procedures, which we conducted in accordance with Dutch law, including the Dutch Standard 810 ‘Opdrachten om te rapporteren betreffende samengevatte financiële overzichten’ (Engagements to report on summary financial statements).

Eindhoven, May 18, 2020

KPMG Accountants N.V.

M.J.A. Verhoeven RA

 

2.2.8

Financial Statements for the Year Ended December 31, 2019 Prepared in Accordance with IFRS Including Independent Auditor’s Report of KPMG Accountants N.V.

The financial statements prepared in accordance with IFRS for the year ended December 31, 2019 have been included in Annex 1 to this Statement.

 

2.3	Information about the Bidder and Thermo Fisher

The following information has been published by the Bidder in the Offer Document. This information has not been verified by the Managing Board or the Supervisory Board.

 

2.3.1

Legal Basis and Capital Structure of the Bidder

According to the information provided by the Bidder in sec. 6.1 of the Offer Document, the Bidder is a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under Dutch law. The Bidder has its corporate seat in Breda, The Netherlands and is registered with the Dutch trade register under number 77473469. The business address of the Bidder is Takkebijsters 1, 4817 BL Breda, The Netherlands. The Bidder was established on February 27, 2020 in The Netherlands and was registered with the Dutch trade register on the same day.

The Bidder’s financial year is the calendar year. The sole managing director of the Bidder is Anthony Hugh Smith. The Bidder has no employees. The corporate objects of the Bidder, as set forth in its articles of association, include, inter alia, to participate in and conduct the management of other legal entities or enterprises.

The Bidder’s issued capital amounts to EUR 1.00, which is divided into one share. According to sec. 6.2 of the Offer Document, the Bidder is a wholly-owned direct subsidiary of Thermo Fisher.

 

2.3.2

Thermo Fisher

According to the information provided by the Bidder in sec. 6.3.1 of the Offer Document, Thermo Fisher is a Delaware corporation with the address 168 Third Avenue, Waltham, Massachusetts, 02451, U.S.A. Thermo Fisher’s common stock is traded on the NYSE under the symbol “TMO”.

Sec. 6.3.2 of the Offer Document states that, as of March 28, 2020, Thermo Fisher has 394,591,104 shares of common stock outstanding, USD 1.00 par value per share. Pursuant to its Third Amended and Restated Certificate of Incorporation, Thermo Fisher is authorized to issue up to 1,200,000,000 shares of common stock, USD 1.00 par value per share, and 50,000 shares of preferred stock, USD 100.00 par value per share. Its common stock is registered under Sec. 12(b) of the Exchange Act. Thermo Fisher also has several classes of debt securities registered under Sec. 12(b) of the Exchange Act.

 

		19

According to the information provided by the Bidder in sec. 6.3.3 of the Offer Document, the Thermo Fisher Group serves customers working in pharmaceutical and biotech companies, hospitals and clinical diagnostic labs, universities, research institutions and government agencies, as well as environmental, industrial quality and process control settings. It delivers innovative technologies, purchasing convenience and pharmaceutical services through industry-leading brands, including Thermo Scientific, Applied Biosystems, Invitrogen, Fisher Scientific, Unity Lab Services and Patheon. Thermo Fisher reports its business in four segments: Life Sciences Solutions, Analytical Instruments, Specialty Diagnostics and Laboratory Products and Services. In the fiscal year ended December 31, 2019, the Thermo Fisher Group generated sales revenues of USD 25.5 billion (approximately EUR 23.4 billion), operating income of USD 4.6 billion (approximately EUR 4.2 billion) and net income of USD 3.7 billion (approximately EUR 3.4 billion). Approximately 50% of sales were generated in North America, 25% in Europe, 22% in Asia-Pacific and 3% in other regions. As of December 31, 2019, Thermo Fisher and its subsidiaries had approximately 75,000 employees.

The Thermo Fisher board of directors currently consists of 13 members, with Marc N. Casper serving both as chairman of the board of directors and as president and chief executive officer of Thermo Fisher.

 

2.4	QIAGEN Shares Held by the Bidder and Persons Acting Jointly with It

 

2.4.1

Persons Acting Jointly with the Bidder

According to the information provided by the Bidder in sec. 6.4 of the Offer Document, persons acting jointly with the Bidder within the meaning of Sec. 2 (5) sent. 1 and 3 WpÜG are Thermo Fisher and the companies listed in annex 1 of the Offer Document. Beyond this, according to the Offer Document, there are no other persons acting jointly with the Bidder within the meaning of Sec. 2 (5) sent. 1 and 3 WpÜG.

 

2.4.2

QIAGEN Shares Currently Held by the Bidder and Persons Acting Jointly with the Bidder and by Their Subsidiaries; Attribution of Voting Rights

According to the statement of the Bidder in sec. 6.5 of the Offer Document, at the time of the publication of the Offer Document, neither the Bidder nor persons acting jointly with the Bidder within the meaning of Sec. 2 (5) sent. 1 and 3 WpÜG nor their subsidiaries hold QIAGEN Shares or voting rights attached to QIAGEN Shares and no voting rights attached to QIAGEN Shares are attributable to them.

 

2.5	Information about Securities Transactions

 

2.5.1

Previous Securities Transactions

According to the information provided by the Bidder in sec. 6.6 of the Offer Document, neither the Bidder nor the persons acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG nor their subsidiaries have acquired any QIAGEN Shares or concluded agreements on the acquisition of QIAGEN Shares in the period starting six months before the publication of the decision to launch the Offer and ending on the date of the Offer Document.

In addition, according to the information provided by the Bidder in sec. 6.6 of the Offer Document, during the sixty-day period preceding the date of the Offer Document (May 18, 2020), none of the executive officers and directors of Thermo Fisher listed in sec. 6.3.4 of the Offer Document, has effected any transaction in respect of any QIAGEN Shares, except as otherwise described in the Offer Document.

Furthermore, according to the information provided by the Bidder in sec. 6.6 of the Offer Document, there have been no transactions that would require reporting under the rules and regulations of the SEC applicable to the Offer between Thermo Fisher, the Bidder, or any of their Affiliates or, after due inquiry and to the best knowledge and belief of Thermo Fisher and the Bidder, any of the persons listed in sec. 6.3.4 of the Offer Document, on the one hand, and QIAGEN or any of its Executive Officers, directors and/or Affiliates, on the other hand. An “Affiliate” means, with respect to any person, any other person

 

		20

directly or indirectly controlling, controlled by or under common control with such person. For purposes of this definition, the term “control” (including the correlative terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract or otherwise.

 

2.5.2

Reservation Regarding Possible Future Securities Transactions

According to the information provided by the Bidder in sec. 6.7 of the Offer Document, the Bidder and Thermo Fisher obtained, prior to the publication of the Offer Document, no-action relief from the SEC (further described in sec. 20 of the Offer Document) to acquire, directly or indirectly, additional QIAGEN Shares outside of the Offer on or off the stock exchange pursuant to the WpÜG, subject to certain limitations.

According to the information provided by the Bidder in sec. 6.7 of the Offer Document, no such acquisitions of additional QIAGEN Shares outside of the Offer will be made in the United States. To the extent any such acquisitions occur outside of the United States, information about such acquisitions, including the number and price of the QIAGEN Shares so acquired, will be published in German according to the applicable German statutory provisions (in particular Sec. 23 (2) WpÜG in conjunction with Sec. 14 (3) sent. 1 WpÜG) in the German Federal Gazette (Bundesanzeiger), published in German on the Internet at https://corporate.thermofisher.com/en/offer.html?lang=de and in English on the Internet at http://corporate.thermofisher.com/en/offer.html/, and filed with the SEC. Any information about such acquisitions that is made public in Germany will be filed with the SEC and be publicly available in the U.S. The Bidder and Thermo Fisher may make additional disclosures regarding any acquisitions made outside of the Offer upon request by the SEC Division of Corporation Finance.

Further, the Bidder, Thermo Fisher and their Affiliates will, according to the information provided by the Bidder in the Offer Document, comply with applicable requirements under the WpÜG.

 

3	INFORMATION ABOUT THE OFFER

 

3.1	Implementation of the Offer

According to the Bidder, the Offer is a voluntary public takeover offer (cash offer) for the acquisition of the QIAGEN Shares, launched and implemented in accordance with the WpÜG, the Dutch Offer Rules, and the U.S. Offer Rules. In order to reconcile certain areas where German law and U.S. law conflict, the Bidder has obtained, prior to the publication of the Offer Document, no-action and exemptive relief from the SEC, as further described in sec. 20 of the Offer Document.

Moreover, as per sec. 1.1 of the Offer Document, neither the Bidder nor any persons acting jointly with the Bidder within the meaning of Sec. 2 (5) WpÜG nor any of its directors, officers or employees assume any responsibility for compliance with any legal requirements other than German, Dutch and U.S. law requirements. According to the Offer Document, the Bidder does not intend to make the Offer as a public offer pursuant to the applicable law of any jurisdictions other than Germany, The Netherlands and the United States. According to the Offer Document, QIAGEN Shareholders may not rely on the legal requirements for the protection of investors of any other jurisdiction.

 

3.2	Publication of the Decision to Launch the Offer

The Bidder published its decision to launch the Offer in accordance with Sec. 10 (1) sent. 1 WpÜG on March 3, 2020. The German version of such publication is available on the Internet at

https://corporate.thermofisher.com/en/offer.html?lang=de

 

		21