Qiagen N.V SC TO-C, filed Oct 28, 2026
Qiagen N.V. (QGEN)
Crown NL Bidco B.V. plans a cash tender offer to acquire all issued ordinary shares of QIAGEN N.V. at €46.50 per share, pursuant to an October 21, 2026 Business Combination Agreement; the offer has not commenced. AI summary
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))
Crown NL Bidco
B.V.
(Offeror)
a wholly owned subsidiary of
Crown NL Midco B.V.
(Name of Filing Person—Parent of Offeror)
Crown Topco S.à r.l.
(Name of Filing Person—Other)
EQT XI Investments S.à r.l.
(Name of Filing Person—Other)
CPP Investment Board Europe Inc.
(Name of Filing Persons—Other)
Ordinary Shares, €0.01 par value per share
(Title of Class of Securities)
N72482156
(CUSIP Number of Class of Securities)
Christiaan Snyders
Director
EQT Fund Management S.à r.l.
51A, Boulevard Royal, L-2449 Luxembourg, Grand Duchy of Luxembourg
Telephone: +352 26 73 26
(Name, address, and telephone numbers of person authorized to receive notice and communications on behalf of filing persons)
Copies to:
Brett Nadritch, Esq.
Iliana Ongun, Esq.
Milbank LLP
55 Hudson Yards
New York, NY 10001-2163
Telephone: (212) 530 5000
| 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 13e-4. | |
| ¨ | going-private transaction subject to Rule 13e-3. | |
| ¨ | amendment 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 Crown NL Bidco B.V. (“Offeror”), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands, 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 €46.50 per share, in cash, without interest, pursuant to a Business Combination Agreement, dated as of October 21, 2026 (the “Business Combination Agreement”), by and between the Offeror 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 proposed transaction not being timely completed, if completed at all; uncertainties as to the number of ordinary shares of QIAGEN that will be tendered in the tender offer; the possibility that competing offers will be made; the possibility that the conditions to the tender offer may not be satisfied or waived; the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; the completion of the post-closing measures and implementation of the financing arrangements contemplated in connection with the tender offer; the receipt of, and any conditions associated with, any exemptive or other relief requested from the SEC in connection with the tender offer; 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; and the outcome of any legal proceedings related to the proposed transaction.
Additional important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are set forth in QIAGEN’s Annual Report on Form 20-F for the year ended December 31, 2025, which is on file with the U.S. Securities and Exchange Commission (“SEC”) and available in the “Investor Relations” section of QIAGEN’s website, www.QIAGEN.com, and in any subsequent Reports on Form 6-K and other documents QIAGEN files or furnishes with the SEC, as well as in the tender offer materials to be filed by the Offeror and the other persons filing this Schedule TO-C (the “Filing Persons”) and the solicitation/recommendation statement on Schedule 14D-9 to be filed by QIAGEN in connection with the tender offer. The forward-looking statements contained in this communication speak only as of the date of this communication. Neither the Offeror, any other Filing Person nor QIAGEN undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable law.
Additional Information and Where to Find it
The tender offer referenced herein has not yet commenced. This communication is for informational purposes only and does not constitute a recommendation, an offer to purchase or 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 the Filing Persons 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 the Offeror 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 pursuant to Section 18 and Annex G of the Dutch Decree on public offers (Besluit openbare biedingen Wft). 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 www.eqt-offer.com.
Acceptance of the tender offer by shareholders that are resident outside Germany and outside of the United States may be subject to further legal requirements and/or restrictions. With respect to the acceptance of the tender offer outside Germany and outside of 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 PURSUANT TO SECTION 18 AND ANNEX G OF THE DUTCH DECREE ON PUBLIC OFFERS (BESLUIT OPENBARE BIEDINGEN WFT) 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 on Schedule 14D-9 (when they become available) and other documents filed with the SEC by the Filing Persons 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 +1-240-686-2222 or at the Offeror’s website at www.eqt-offer.com. In addition, the tender offer statement and other documents the Filing Persons will file with the SEC will be available at www.eqt-offer.com. Furthermore, copies of the offer document will also be available free of charge by contacting the information agent to be identified in the offer document.
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Presentation materials regarding EQT's healthcare investment track record, dated October 2026. |
Exhibit 99.1
| Introduction to EQT Healthcare October 2026 |
| 2 EQT’s Healthcare platform combines best-in-class private equity capabilities with leading life science expertise EQT Invests Across the Healthcare & Life Sciences Life Cycle Subsectors Financial profile Typically pre-revenue High growth, typically profitable Clear potential for top-line / earnings growth Med Tech Med Tech Therapeutic Biotech Healthcare IT LS Tools & Diagnostics Pharma Services Revenue Earnings EQT Life Sciences EQT Healthcare Growth EQT Equity & EQT Future EQT Investing Across the Healthcare Life Cycle Notes: 1) By number and value of European and US healthcare deals >€300m, 2016–2025; 2) Includes healthcare investments by EQT Equity, EQT Mid Market, EQT Future, EQT Life Sciences and EQT Healthcare Growth funds as of Q3’26 Relevant funds for this investment #1 Largest and most active healthcare buyout investor¹ +€30bn Invested in Healthcare across Private Capital globally² 210+ Healthcare sector investments globally 100+ Investment Advisory Professionals in Private Capital (55+ EMEA, 15+ Americas, 30+ APAC) LS Tools & Diagnostics Spec Pharma & Therapeutic Biotech |
| 3 EQT has a proven track record of investing significant capital into R&D and innovation within healthcare portfolio companies. Four recent case studies illustrate EQT’s ability to fund and scale long-term innovation-led growth Selected Examples of How We Work with Portfolio Companies • Acquired in 2019 from Nestlé • Stepped up R&D investment materially under EQT ownership, leading to approval of two blockbuster assets (Relfydess, Nemluvio) • Deployed significant capital behind innovation, incl. ~$1bn of R&D and launch investment for Nemluvio alone • Willing to underwrite long-duration, higher-risk pipeline bets and stayed committed through difficult periods – ultimately delivering ~4.3x MoC • Acquired in 2019 from TA Associates • From day one funded a new GMP-grade facility – the world's largest for plasmid DNA • +$100m growth Capex for a second Fargo facility, expanding capacity ~10x; launched a new mRNA service in 2021 • Supplied plasmid DNA for COVID-19 mRNA vaccines and partnered with Moderna • Professionalized operations; highly successful exit to Danaher (~$9.6bn EV) >$1bn Investment into key innovation Nemluvio under EQT ownership >$4bn Consensus peak sales for Nemluvio at exit1 $10bn Consensus NPV of Nemluvio at exit1 >$100m Capex invested into innovation and capacity +66% / +47% Cumulative sales / EBITDA growth under EQT ownership ~10x Production capacity added via new Fargo facility Note: 1) Broker consensus at the time of EQT’s exit • Acquired in 2022 from Battery Ventures • Innovation-led growth is a core pillar of the thesis: despite the market downturn and revenue contraction, R&D expenses increased and three new instrument platforms were launched • Strong new product momentum, led by firefly, and market leadership in the high-growth Cryo-EM grid segment • Investments now paying off as the market stabilizes and SPT consistently outgrows the competition +2ppt R&D as % of revenue since EQT entry • Acquired in 2024 in a take-private • Moved quickly to invest behind transformational innovation as an immediate strategic priority • EQT equity-funded innovation investments to broaden capabilities and differentiation: • Invetx – high-growth monoclonal antibodies • Akston – long-acting insulin development • 272Bio – novel animal health biologics $500m+ Investment into Innovation under EQT ownership >100% Group sales potential from newly acquired pipeline Select Life Science Tools / Dx portfolio |
Strictly private and confidential 3 Forward-looking Statements Certain statements contained in this communication may be considered forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These statements can be identified by the use of forward-looking terminology such as “believe”, “hope”, “plan”, “intend”, “seek”, “may”, “will”, “could”, “should”, “would”, “expect”, “anticipate”, “estimate”, “continue”, “target” or other similar words. To the extent that any of the statements contained herein relating to QIAGEN N.V.’s (“QIAGEN”) products, timing for launch and development, marketing and/or regulatory approvals, financial and operational outlook, growth and expansion, acquisitions, collaborations, markets, strategy or operating results, including without limitation its expected net sales, net sales of particular products, net sales in particular geographies, adjusted net sales, expansion of adjusted operating income margin, returns to shareholders, progressive dividend payments, product portfolio management, product launches (including anticipated launches of QIAGEN’s sequencing solutions, testing platforms, panels and systems), leveraging AI technology, improvements in operating and financial leverage, currency movements against the U.S. dollar, plans for investment in QIAGEN’s portfolio and share repurchase commitments, QIAGEN’s expectations relating to QIAGEN’s adjusted tax rate, debt maturity and repayment, QIAGEN’s ability to grow adjusted earnings per share at a greater rate than sales, QIAGEN’s ability to improve operating efficiencies and maintain disciplined capital allocation, are forward-looking, such statements are based on current expectations and assumptions that involve a number of uncertainties and risks. These include, but are not limited to, risks associated with QIAGEN’s dependence on the development and success of new products; management of growth and expansion of operations (including the effects of currency fluctuations, tariffs, tax laws, regulatory processes and supply chain dependencies); variability of operating results; integration of acquired businesses; changes in relationships with customers, suppliers and strategic partners; competition; rapid or unexpected changes in technologies; fluctuations in demand for QIAGEN’s products (including fluctuations due to general economic conditions, the level and timing of customers’ funding, budgets and other factors, including delays or limits in the amount of reimbursement approvals or public health funding); QIAGEN’s ability to obtain and maintain product regulatory approvals; difficulties in successfully adapting QIAGEN’s products to integrated solutions and producing such products; the ability of QIAGEN to identify and develop new products and to differentiate and protect QIAGEN’s products from competitors’ products; market acceptance of new products and the integration of acquired technologies and businesses; actions of governments, global or regional economic developments, including inflation and changing interest rates, weather or transportation delays, natural disasters, cyber security breaches, political or public health crises and the resulting impact on the demand for QIAGEN’s products and other aspects of QIAGEN’s business, or other force majeure events; litigation risk, including patent litigation and product liability; debt service obligations; volatility in the public trading price of QIAGEN shares; as well as the possibility that expected benefits related to recent or pending acquisitions may not materialize as expected; and the other factors discussed under the heading “Risk Factors” in QIAGEN’s most recent Annual Report on Form 20-F. For further information, please refer to QIAGEN’s filings with the U.S. Securities and Exchange Commission (the “SEC”). The forward-looking statements in this communication also include statements relating to the tender offer. Additional important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include risks and uncertainties relating to: the proposed transaction not being timely completed, if completed at all; uncertainties as to the number of QIAGEN ordinary shares that will be tendered in the tender offer; the possibility that competing offers will be made; the possibility that the conditions to the tender offer may not be satisfied or waived; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the completion of the post-closing measures and implementation of the financing arrangements contemplated in connection with the tender offer; the receipt of, and any conditions associated with, any exemptive or other relief requested from the SEC in connection with the tender offer; 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; and the outcome of any legal proceedings related to the proposed transaction. The forward-looking statements contained in this communication speak only as of the date of this communication. Neither Crown NL Bidco B.V. (the “Bidder”), EQT XI fund (“EQT Private Equity”) nor QIAGEN undertakes any obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable law. EQT Private Equity is managed and controlled by affiliates of EQT AB with registered seat in Stockholm, Sweden. 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 the Bidder 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 the Bidder 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 Section 27 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - “WpÜG”) and the position statement pursuant to Section 18 and Annex G of the Dutch Decree on public offers (Besluit openbare biedingen Wft). 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 www.eqt-offer.com. Acceptance of the tender offer by shareholders that are resident outside Germany and outside of the United States may be subject to further legal requirements and/or restrictions. With respect to the acceptance of the tender offer outside Germany and outside of the United States, no responsibility is assumed for the compliance with such legal requirements applicable in the respective jurisdiction.x 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 SECTION 27 WPÜG AND POSITION STATEMENT PURSUANT TO SECTION 18 AND ANNEX G OF THE DUTCH DECREE ON PUBLIC OFFERS (Besluit openbare biedingen Wft) 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 on Schedule 14D-9 (when they become available) and other documents filed with the SEC by the Bidder or QIAGEN, may be obtained free of charge at the SEC’s website at www.sec.gov or at the Bidder’s website at www.eqt-offer.com. In addition, the Bidder’s tender offer statement and other documents it will file with the SEC will be available at www.eqt-offer.com. Furthermore, copies of the offer document will also be available free of charge by contacting the information agent to be identified in the offer document. Governing Law The tender offer will be made and implemented under the laws of the Federal Republic of Germany, in particular the WpÜG, certain applicable provisions of the laws of the Netherlands and certain applicable provisions of the securities laws of the United States of America. Any agreement that is entered into as a result of accepting the tender offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws. Acquisition of Shares Outside the Tender Offer Each of EQT Private Equity and the Bidder reserves the right, within the limits of applicable law and subject to any exemptive relief from the SEC, to directly or indirectly acquire shares in QIAGEN outside of the tender offer, whether on or off the stock exchange. Any such purchases or arrangements will be made outside the United States and in compliance with applicable law and subject to any exemptive relief from the SEC. To the extent such acquisitions occur, information about them, including the number of, and the price for, the acquired shares in QIAGEN will be published without undue delay, if and to the extent required under the applicable statutory provisions. Information in respect of EQT XI Any information in respect of the EQT XI fund (“EQT XI”) contained herein does not constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may not be used or relied upon in connection with any offer or solicitation of EQT XI. Any offer or solicitation in respect of EQT XI will be made only through a confidential private placement memorandum and related documents which will be furnished to qualified investors on a confidential basis in accordance with applicable laws and regulations. Any securities of EQT XI referred to herein have not been and will not be registered under the Securities Act and may not be offered or sold without registration thereunder or pursuant to an available exemption therefrom. Any offering of securities of EQT XI to be made in the United States would have to be made by means of an offering document that would be obtainable from the issuer or its agents and would contain detailed information about the issuer of the securities and its management, as well as financial information. Any EQT XI securities may not be offered or sold in the United States absent registration or an exemption from registration. |
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