Qiagen N.V SC TO-C, filed Apr 23, 2020
Qiagen N.V. (QGEN)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO-C
(Rule 14d-100)
Tender Offer Statement under Section
14(d)(1) or (13)(e)(1)
of the Securities Exchange Act of 1934
QIAGEN
N.V.
(Name of Subject Company (Issuer))
Quebec
B.V.
(Offeror)
a wholly owned subsidiary of
Thermo
Fisher Scientific Inc.
(Ultimate Parent of Offeror)
Ordinary Shares, €0.01 par value
per share
(Title of Class of Securities)
N72482123
(CUSIP Number of Class of Securities)
Michael A. Boxer
Senior Vice President and General Counsel
Thermo Fisher Scientific Inc.
168 Third Avenue
Waltham, Massachusetts 02451
Telephone: (781) 622-1000
(Name, address, and telephone numbers of person authorized to receive notice and communications on behalf of filing persons)
Copies to:
Matthew M. Guest, Esq.
Brandon C. Price, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
CALCULATION OF FILING FEES
| Transaction valuation | Amount of filing fee* |
| Not applicable | Not applicable |
| * | Pursuant to General Instruction D to Schedule TO, a filing fee is not required in connection with this filing because it relates solely to preliminary communications made before the commencement of a tender offer. |
| ¨ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| Amount Previously Paid: None | Filing Party: N/A |
| Form of Registration: N/A | Date Filed: N/A |
| x | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
| x | third-party tender offer subject to Rule 14d-1. |
| ¨ | issuer tender offer subject to Rule 13de-4. |
| ¨ | going-private transactions subject to Rule 13e-3. |
| ¨ | amendments to schedule 13D under Rule 13d-2 |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
| ¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
| ¨ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Tender Offer Statement on Schedule TO-C (“Schedule TO-C”) relates solely to preliminary communications made before the commencement of a planned tender offer by Quebec B.V. (“Offeror”), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands and a wholly owned acquisition subsidiary of Thermo Fisher Scientific Inc., a Delaware corporation (“Thermo Fisher”), to acquire all of the issued ordinary shares, par value €0.01 per share, of QIAGEN N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands (“QIAGEN”), at a price of €39 per share, in cash, without interest, pursuant to a Business Combination Agreement, dated as of March 3, 2020, by and between Thermo Fisher and QIAGEN.
Forward-looking Statements
This communication 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 duration and severity of the COVID-19 pandemic; the need to develop new products and adapt to significant technological change; implementation of strategies for improving growth; general economic conditions and related uncertainties; dependence on customers’ capital spending policies and government funding policies; the effect of economic and political conditions and exchange rate fluctuations on international operations; use and protection of intellectual property; the effect of changes in governmental regulations; and the effect of laws and regulations governing government contracts, as well as the possibility that expected benefits related to recent or pending acquisitions, including the proposed transaction, may not materialize as expected; the proposed transaction not being timely completed, if completed at all; regulatory approvals required for the transaction not being timely obtained, if obtained at all, or being obtained subject to conditions; prior to the completion of the transaction, QIAGEN’s business experiencing disruptions due to transaction-related uncertainty or other factors making it more difficult to maintain relationships with employees, customers, licensees, other business partners or governmental entities; difficulty retaining key employees; the outcome of any legal proceedings related to the proposed transaction; and the parties being unable to successfully implement integration strategies or to achieve expected synergies and operating efficiencies within the expected time-frames or at all. Additional important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in Thermo Fisher’s Annual Report on Form 10-K for the year ended December 31, 2019, which is on file with the U.S. Securities and Exchange Commission (“SEC”) and available in the “Investors” section of Thermo Fisher’s website, ir.thermofisher.com, under the heading “SEC Filings,” and in any subsequent Quarterly Reports on Form 10-Q and other documents Thermo Fisher files with the SEC, and in QIAGEN’s Annual Report on Form 20-F for the year ended December 31, 2019, which is on file with the SEC and available in the “Investor Relations” section of QIAGEN’s website, corporate.qiagen.com/investor-relations, under the heading “Financial Reports,” and in any subsequent Quarterly Reports on Form 6-K and other documents QIAGEN files or furnishes with the SEC. While Thermo Fisher or QIAGEN may elect to update forward-looking statements at some point in the future, Thermo Fisher and QIAGEN specifically disclaim any obligation to do so, even if estimates change and, therefore, you should not rely on these forward-looking statements as representing either Thermo Fisher’s or QIAGEN’s views as of any date subsequent to today.
Additional Information and Where to Find it
The tender offer referenced herein has not yet commenced. This communication is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any ordinary shares of QIAGEN or any other securities, nor is it a substitute for the tender offer materials that Thermo Fisher and/or its acquisition subsidiary will file with the SEC and publish in Germany. The terms and conditions of the tender offer will be published in, and the offer to purchase ordinary shares of QIAGEN will be made only pursuant to, the offer document and related offer materials prepared by Thermo Fisher and/or its acquisition subsidiary and as approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”). Once the necessary permission from BaFin has been obtained, the offer document and related offer materials will be published in Germany and also filed with the SEC in a tender offer statement on Schedule TO at the time the tender offer is commenced. QIAGEN intends to file a solicitation/recommendation statement on Schedule 14D-9 with the SEC with respect to the tender offer; in addition, QIAGEN will publish a document combining the recommendation statement pursuant to Sec. 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) and the position statement (gemotiveerde standpuntbepaling) pursuant to Section 18 and appendix G of the Dutch Decree on Public Takeovers (Besluit Openbare Biedingen). The offer document for the tender offer (in German and in English) containing the detailed terms and conditions of, and other information relating to, the tender offer will, among other things, be published on the internet at https://corporate.thermofisher.com/en/offer.html.
Acceptance of the tender offer by shareholders that are resident outside Germany and the United States may be subject to further legal requirements. With respect to the acceptance of the tender offer outside Germany and the United States, no responsibility is assumed for the compliance with such legal requirements applicable in the respective jurisdiction.
THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT ON SCHEDULE 14D-9, AS THEY MAY BE AMENDED FROM TIME TO TIME, AS WELL AS QIAGEN’S RECOMMENDATION STATEMENT PURSUANT TO SEC. 27 WPÜG AND POSITION STATEMENT (GEMOTIVEERDE STANDPUNTBEPALING) PURSUANT TO SECTION 18 AND APPENDIX G OF THE DUTCH DECREE ON PUBLIC TAKEOVERS (BESLUIT OPENBARE BIEDINGEN) WILL CONTAIN IMPORTANT INFORMATION. INVESTORS AND SHAREHOLDERS OF QIAGEN ARE URGED TO READ THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE BECAUSE THEY, AND NOT THIS DOCUMENT, WILL GOVERN THE TERMS AND CONDITIONS OF THE TENDER OFFER, AND BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING THEIR ORDINARY SHARES.
The tender offer materials, including the offer to purchase and the related letter of transmittal and certain other tender offer documents, and the solicitation/recommendation statement (when they become available) and other documents filed with the SEC by Thermo Fisher or QIAGEN, may be obtained free of charge at the SEC’s website at www.sec.gov or at QIAGEN’s website at www.qiagen.com or by contacting QIAGEN’s investor relations department at 240-686-2222 or at Thermo Fisher’s website at www.thermofisher.com or by contacting Thermo Fisher’s investor relations department at 781-622-1111. In addition, Thermo Fisher’s tender offer statement and other documents it will file with the SEC will be available at https://ir.thermofisher.com/investors. Furthermore, copies of the offer document will also be available free of charge at the information agent to be identified in the offer document.
EXHIBIT INDEX
|
Exhibit |
Description | |
| 99.1 | Excerpt from transcript of Q1 2020 Earnings Call held on April 22, 2020. | |
Exhibit 99.1
The following is an excerpt from the transcript of Thermo Fisher’s Q1 2020 earnings call held on April 22, 2020:
Marc N. Casper
Chairman, President & Chief Executive Officer, Thermo Fisher Scientific, Inc.
In terms of M&A, on March 3, we announced our acquisition of QIAGEN for $11.5 billion. The transaction is an excellent fit with Thermo Fisher and given all that’s happened in world since we announced the deal, we’re even more excited about adding their capabilities to our company. From a strategic perspective as a leading global provider of molecular diagnostics and sample preparation technologies, QIAGEN is a perfect complement to our specialty diagnostics and life sciences capabilities.
From a customer lens, our clinical customers will have access to a wider range of tests for infectious disease, QIAGEN’s QuantiFERON tuberculosis test is very well regarded. And I’m sure you’ve seen in the news that the company also plays a role in diagnosing COVID-19 and their solution is very complementary to ours. Our life sciences customers will benefit from the collaboration of our biosciences and genetic analysis offering with QIAGEN’s complementary sample preparation and assay technologies. And the transaction will also create excellent returns for our shareholders. We expect strong accretion to our adjusted EPS immediately after close, and we expect to achieve $200 million in total synergies by year three after close.
In terms of the next steps here, we’re moving through the regulatory process. We completed a portion of our financing with US and Euro bond offerings, and we’re beginning the integration planning. So we’re still on track to complete the transaction in the first half of 2021.
I’m very excited about QIAGEN and looking forward to adding their capabilities to our company.
Stephen Williamson
Chief Financial Officer & Senior Vice President, Thermo Fisher Scientific, Inc.
In Q1, we started the process of securing permanent financing for the QIAGEN acquisition.
As a reminder on phasing, given the way the calendar falls, there’s one less day in Q1 and there’ll be two extra days in Q4 this year. We expect net interest costs for the year to be approximately $460 million. This is $120 million higher than the initial expectation for the year. $90 million of the increase is due to the recently completed bond offerings for the QIAGEN acquisition.
Derik de Bruin
Analyst, Bank of America Merrill Lynch
Obviously, you’ve got the QIAGEN deal pending. There’s been some noise out of Germany recently basically looking to protect some what they consider strategic assets. I realize this is more of an anti-hostile takeover provision, but I’m just curious, can you talk a little bit more about the regulatory situation with QIAGEN? You alluded to it little bit to – could you talk about if you’ve identified products that need to be divested and basically just sort of does the current COVID situation make the regulatory environment a little bit more complicated?
Marc N. Casper
Chairman, President & Chief Executive Officer, Thermo Fisher Scientific, Inc.
Yeah, what I would say is, first of all, we’re very well advised. We have a strong team, a good track record. And one of the things that’s been amazing about this period is the amount of governmental relationships across the world that we have developed in being part of the societal solution.
So, if you’d say pre this world, most governments would have known of us really in the health or their academic research areas. Most governments at the most senior levels of leadership know us and would consider us a really good collaborative company trying to do the right things. I think that helps us ultimately as we go through the regulatory process. That’s my instinct based on all of the interactions that myself, Mark Stevenson and others have had with prime ministers, presidents, et cetera.