Qiagen N.V 6-K, filed Oct 23, 2026

Qiagen N.V. (QGEN)

6-K 2026-10-23 For: 2026-10-23

Added on October 23, 2026

About this 6-K

Qiagen N.V filed this 6-K on October 23, 2026.

QIAGEN N.V. agreed to a planned tender offer by Crown NL Bidco B.V. for all issued ordinary shares at €46.50 per share in cash, without interest, under an October 21, 2026 Business Combination Agreement; the offer had not yet commenced. AI summary

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Item		Page
Other Information		3
Signatures		5
Exhibit Index		6

	QIAGEN N.V.

	By:	/s/ Roland Sackers
		Roland Sackers
		Chief Financial Officer

Exhibit No.		Exhibit

99.1		Joint press release
99.2		Ad hoc announcement (English version)
99.3*		Business Combination Agreement

business combinatIon agreement


	relating to

		Project Quail

	between

		Crown NL Bidco B.V.

	and

		QIAGEN N.V.



	Dated	21 October 2026

Clause			Page

1	Definitions and construction		8
	1.1	Definitions	8
	1.2	Construction	8
2	The Offer		10
	2.1	Buyer Undertakings; Preparations of the Offer	10
	2.2	Offer Consideration	10
	2.3	Certainty of Funds	11
	2.4	Announcement of the Offer	11
	2.5	Submission of Offer Documents	12
	2.6	Commencement of the Offer and Filing of the Schedule TO	13
	2.7	Submission of the Reasoned Position Statement and the Schedule 14D-9	15
	2.8	Acceptance Period and Settlement	16
	2.9	No Additional Purchases	18
	2.10	SEC Exemptions and Relief	18
	2.11	Withholding	19
3	Recommendation and support		19
	3.1	Recommendation	19
	3.2	Support	20
	3.3	Fairness Opinions	22
	3.4	Intervening Event	23
	3.5	Foundation Call Option	24
4	Financing		24
	4.1	Payment of the Settlement Amounts	24
	4.2	Equity Financing	25
	4.3	Debt Financing	26
	4.4	Amendments and Alternative Debt Financing	27
	4.5	Interim Bridge Facility Documentation	28
	4.6	Reasonable Best Efforts	30
	4.7	Cooperation by the Company	30
	4.8	No Condition for Completion	34
5	Offer Conditions		35
	5.1	Offer Conditions	35
	5.2	Waiver	38
	5.3	Announcement	39

	5.4	Reasonable Best Efforts; Information	39
6	Extraordinary general meeting		39
	6.1	Convocation of the EGM	39
	6.2	EGM Resolutions	40
	6.3	Post-Closing Restructuring Decision	42
	6.4	Shareholder Identification	43
7	Post-Offer Corporate Governance		43
	7.1	Composition of the Managing Board Post Completion of the Offer	43
	7.2	Composition of the Supervisory Board	44
	7.3	Particular Responsibilities of the Independent Members	45
	7.4	Resignation of Other Supervisory Board Members	45
8	Post-Offer Restructuring		45
	8.1	Delisting	45
	8.2	Statutory Squeeze-Out Proceedings	46
	8.3	Post-Closing Restructuring	47
	8.4	Other Post-Closing Measures	52
9	Indemnification; Insurance		54
	9.1	Indemnification	54
	9.2	Insurance	54
	9.3	Third-Party Beneficiaries	55
10	Non-financial covenants		55
11	Duration, non-financial covenants		56
	11.1	Duration	56
	11.2	Benefit and Enforcement	57
12	Company Equity Plans and other incentive arrangements		57
	12.1	Company RSUs and Company PSUs	57
	12.2	Transaction Payments	58
	12.3	Timing of Payments	58
	12.4	Tax	59
	12.5	Incentive and Retention Arrangements following Settlement	59
	12.6	Supervisory Board Action	60
	12.7	Code Section 280G	60
13	Interim Period and further undertakings		61
	13.1	Consultation and Cooperation	61
	13.2	Conduct of the Company during Interim Period	61
	13.3	Conduct of the Buyer during Interim Period	62
	13.4	Transaction Planning	63
14	Regulatory Clearances		65

15	Exclusivity		68
16	Superior Proposal		69
	16.1	Potential Superior Proposal	69
	16.2	Superior Proposal	70
17	Termination		72
	17.1	Termination by either of the Parties	72
	17.2	Consequences of Termination	73
18	Termination Payment		73
	18.1	Termination Payment	73
	18.2	Reverse Termination Payment	75
	18.3	Termination Payment and Tax	76
	18.4	Specific Performance and Related Provisions	77
19	Confidentiality and public announcements		77
	19.1	Substance of Agreement	77
	19.2	Non-Disclosure	77
	19.3	Press Releases and Contact with Journalists	78
	19.4	Confidentiality Agreement	78
20	Assignment		79
	20.1	No Assignment	79
	20.2	Assignment to Wholly-Owned Subsidiaries of the Buyer	79
	20.3	Assignment to Affiliates by the Company after Liquidation or Dissolution	80
21	Costs		80
22	No waiver		80
23	No rescission		81
24	Further assurances		81
25	Invalidity		81
26	Third-party rights		81
27	Entire agreement and amendment		82
28	Notices		82
29	Counterparts		83
30	Governing law and Forum		84
	30.1	Governing Law	84

	30.2	Forum	84
	30.3	Waiver Of Jury Trial	85
	30.4	Applicability to Other Agreements	85
	30.5	Rules of Construction	85
31	REPRESENTATIONS AND WARRANTIES		86
	31.1	Representations and Warranties of the Company	86
	31.2	Representations and Warranties of the Buyer	87
	31.3	No recourse	87
32	Debt Financing Sources		88





/s/ Aiste Ramanauskaite
Crown NL Bidco B.V.
By: Aiste Ramanauskaite
Title: Managing Director





/s/ Paolo Pocaterra
Crown NL Bidco B.V.
By: Paolo Pocaterra
Title: Managing Director





/s/ Roland Sackers
QIAGEN N.V.
By: Roland Sackers
Title: Managing director