Qiagen N.V SC TO-T/A, filed Jun 15, 2020
Qiagen N.V. (QGEN)
SC TO-T/A
2020-06-15
View Original
Added on
October 23, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or (13)(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 6)
of the Securities Exchange Act of 1934
(Amendment No. 6)
QIAGEN N.V.
(Name of Subject Company (Issuer))
(Name of Subject Company (Issuer))
Quebec B.V.
(Offeror)
a wholly owned subsidiary of
(Offeror)
a wholly owned subsidiary of
Thermo Fisher Scientific Inc.
(Ultimate Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer, or other person))
(Ultimate Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer, or other person))
Ordinary Shares, €0.01 par value per share
(Title of Class of Securities)
(Title of Class of Securities)
N72482123
(CUSIP Number of Class of Securities)
(CUSIP Number of Class of Securities)
Michael A. Boxer
Senior Vice President and General Counsel
Thermo Fisher Scientific Inc.
168 Third Avenue
Waltham, Massachusetts 02451
Telephone: (781) 622-1000
(Name, address, and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
Senior Vice President and General Counsel
Thermo Fisher Scientific Inc.
168 Third Avenue
Waltham, Massachusetts 02451
Telephone: (781) 622-1000
(Name, address, and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
Copies to:
Matthew M. Guest, Esq.
Brandon C. Price, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
Brandon C. Price, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
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CALCULATION OF FILING FEES
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$10,050,234,793
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$1,304,521
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(1)
Calculated solely for purposes of determining the filing fee. The calculation of the transaction valuation assumes the purchase of ordinary shares, par value €0.01 per share (each, a “QIAGEN Share”), of QIAGEN N.V. (“QIAGEN”), at a purchase price of €39.00 per QIAGEN Share in cash, converted into a purchase price of $42.44 per QIAGEN Share using a rate of 1.0883 U.S. dollars per 1.00 Euro, the noon buying rate as of April 17, 2020 published by the Federal Reserve Bank of New York. The calculation of the transaction valuation is determined by adding the sum of (i) 230,829,309 issued QIAGEN Shares (including fractional QIAGEN Shares and QIAGEN Shares held by QIAGEN in treasury) multiplied by the offer consideration of $42.44 per QIAGEN Share, (ii) the net offer consideration in respect of 558,505 outstanding stock options with an exercise price less than $42.44 per QIAGEN Share (which is calculated by multiplying the number of QIAGEN Shares underlying such outstanding stock options by an amount equal to $42.44 minus the weighted average exercise price for such stock options of $19.30 per QIAGEN Share), (iii) 475,880 QIAGEN Shares subject to issuance pursuant to restricted share units that are anticipated to vest at or prior to the completion of the transaction, multiplied by the offer consideration of $42.44 per QIAGEN Share, (iv) 2,380,059 QIAGEN Shares subject to issuance pursuant to performance share units that are anticipated to vest at or prior to the completion of the transaction, multiplied by the offer consideration of $42.44 per QIAGEN Share and (v) approximately 2,800,000 QIAGEN Shares subject to issuance upon settlement of outstanding warrants with an exercise price less than $42.44 per QIAGEN Share, multiplied by the offer consideration of $42.44 per share. The foregoing share figures have been provided by the issuer to the offeror and are as of April 23, 2020.
(2)
The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2020, issued August 23, 2019, by multiplying the transaction value by 0.0001298.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| | Amount Previously Paid: $1,304,521 | | | Filing Party: Quebec B.V. and Thermo Fisher Scientific Inc. | |
| | Form or Registration No.: Schedule TO | | | Date Filed: April 28, 2020 | |
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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:
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Third-party tender offer subject to Rule 14d-1.
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Issuer tender offer subject to Rule 13de-4.
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Going-private transactions subject to Rule 13e-3.
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Amendments to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
This Amendment No. 6 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the United States Securities and Exchange Commission on April 28, 2020 (together with any amendments and supplements thereto, the “Schedule TO”) in relation to the tender offer by Quebec B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“Quebec” or the “Bidder”) and a wholly owned subsidiary of Thermo Fisher Scientific Inc., a Delaware corporation (“Thermo Fisher” or “Bidder Parent”), for all ordinary shares, par value €0.01 per share (the “QIAGEN Shares”), of QIAGEN N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands registered with the trade register in The Netherlands under file number 12036979 (“QIAGEN”) at a price of €39.00 per QIAGEN Share, without interest to the holders thereof, payable in cash, upon the terms and subject to the conditions set forth in the offer document dated May 18, 2020 (the “Offer Document”), a copy of which is attached thereto as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal (the “Letter of Transmittal”) and declaration of acceptance (the “Declaration of Acceptance”), copies of which are attached thereto as Exhibits (a)(1)(B) and (a)(1)(G) to the Schedule TO, respectively, which, together with any other related materials, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”
This Amendment is being filed solely to amend and supplement items to the extent specifically provided herein. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO, including all exhibits thereto, remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule TO.
Item 11. Additional Information
Item 11(a) of the Schedule TO is hereby amended and supplemented to add the paragraphs set forth below:
Legal Proceedings
Five lawsuits related to the Offer have been filed, as described below. Each of the defendants in each such lawsuit, Robert Capka v. QIAGEN N.V., et al, Milton Pfeiffer v. QIAGEN N.V., et al, Anne Hall v. QIAGEN N.V., et al, John Thompson v. QIAGEN N.V., et al, and Tara Golden v. QIAGEN N.V., et al, believes that the claims asserted in each such lawsuit are without merit.
On May 22, 2020, a lawsuit was filed by a purported shareholder of QIAGEN against QIAGEN and the members of the Managing Board and Supervisory Board of QIAGEN in the United States District Court for the Southern District of New York, captioned Robert Capka v. QIAGEN N.V., et al, Case No. 1:20-cv-04020 (the “Capka Complaint”). The Capka Complaint alleges that the defendants violated Sections 14(e), 14(d) and 20(a) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder by failing to disclose purportedly material information in the Schedule 14D-9 filed with the SEC on May 18, 2020 in connection with the Offer. The Capka Complaint seeks, among other things, to enjoin the closing of the Offer, rescission of the Offer if consummated, along with unspecified rescissory damages, disclosure of the allegedly omitted information, and an award of attorneys’ and expert fees and costs.
On May 27, 2020, a lawsuit was filed by a purported shareholder of QIAGEN against the members of the Supervisory Board of QIAGEN in the United States District Court for the Southern District of New York, captioned Milton Pfeiffer v. QIAGEN N.V., et al, Case No. 1:20-cv-04076 (the “Pfeiffer Complaint”). The Pfeiffer Complaint alleges that the defendants violated Sections 14(e) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14d-9 promulgated thereunder, by failing to disclose purportedly material information in the Schedule 14D-9 filed with the SEC on May 18, 2020 in connection with the Offer. The Pfeiffer Complaint seeks, among other things, to enjoin the closing of the Offer, rescission of the Offer if consummated, along with unspecified rescissory damages, and an award of attorneys’ and expert fees and costs.
On May 29, 2020, a lawsuit was filed by a purported shareholder of QIAGEN against QIAGEN, the Chief Executive Officer of QIAGEN and the members of the Supervisory Board of QIAGEN in the United States District Court for the Southern District of New York, captioned Anne Hall v. QIAGEN N.V., et al,
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Case No. 1:20-cv-04115 (the “Hall Complaint”). The Hall Complaint alleges that the defendants violated Sections 14(d), 14(e) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14d-9 promulgated thereunder, by failing to disclose purportedly material information in the Schedule 14D-9 filed with the SEC on May 18, 2020 in connection with the Offer. The Hall Complaint seeks, among other things, to enjoin the closing of the Offer, along with unspecified damages, and an award of attorneys’ and expert fees and costs.
Also on May 29, 2020, a putative class action lawsuit was filed by a purported shareholder of QIAGEN against QIAGEN, the members of the Supervisory Board of QIAGEN, the Bidder and Thermo Fisher in the United States District Court for the District of Delaware, captioned John Thompson v. QIAGEN N.V., et al, Case No. 1:20-cv-00728 (the “Thompson Complaint”). The Thompson Complaint alleges that the defendants violated Sections 14(e), 14(d) and 20(a) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder, by failing to disclose purportedly material information in the Schedule 14D-9 filed with the SEC on May 18, 2020 in connection with the Offer. The Thompson Complaint seeks, among other things, to enjoin the closing of the Offer, rescission of the Offer if consummated, along with unspecified rescissory damages, disclosure of the allegedly omitted information, and an award of attorneys’ and expert fees and costs.
On June 5, 2020, a lawsuit was filed by a purported shareholder of QIAGEN against QIAGEN and the members of the Supervisory Board of QIAGEN in the United States District Court for the Eastern District of New York, captioned Tara Golden v. QIAGEN N.V., et al, Case No. 1:20-cv-02512 (the “Golden Complaint”). The Golden Complaint alleges that the defendants violated Sections 14(e), 14(d) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14d-9 promulgated thereunder, by failing to disclose purportedly material information in the Schedule 14D-9 filed with the SEC on May 18, 2020 in connection with the Offer. The Golden Complaint seeks, among other things, to enjoin the closing of the Offer, rescission of the Offer if consummated, along with unspecified rescissory damages, and an award of attorneys’ and expert fees and costs.
Each of the defendants believes that the claims asserted in the Capka Complaint, Pfeiffer Complaint, Hall Complaint, Thompson Complaint and the Golden Complaint are without merit.
Additional lawsuits arising out of or relating to the Offer may be filed in the future. If additional similar complaints are filed, absent new or different allegations that are material, QIAGEN, the Bidder and Thermo Fisher will not necessarily announce such additional filings.
Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:
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Exhibit No.
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Description
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| (a)(5)(L) | | | Notice of the Bidder Regarding Interim Takeover Offer Results, as published in the German Federal Gazette on June 15, 2020 (English translation of document prepared in German only). | |
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SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: June 15, 2020
Quebec B.V.
By:
/s/ Anthony H. Smith
Name: Anthony H. Smith
Title: Managing Director
Title: Managing Director
Thermo Fisher Scientific Inc.
By:
/s/ Michael A. Boxer
Name: Michael A. Boxer
Title: Senior Vice President and General Counsel
Title: Senior Vice President and General Counsel
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EXHIBIT INDEX
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*
Previously filed.
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Exhibit (a)(5)(L)
Quebec B.V.
Breda, The Netherlands
Breda, The Netherlands
Notification pursuant to Section 23 para. 1 sentence 1 no. 1 of the German Securities
Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz — WpÜG)
Acquisition and Takeover Act
(Wertpapiererwerbs- und Übernahmegesetz — WpÜG)
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (IN WHOLE OR IN PART) IN, INTO OR FROM ANY OTHER JURISDICTION WHERE TO DO SO WOULD VIOLATE THE LAWS OF SUCH JURISDICTION.
On May 18, 2020, Quebec B.V., Breda, The Netherlands, (the “Bidder”) published the offer document regarding its voluntary public takeover offer (the “Offer”) to the shareholders of QIAGEN N.V., Venlo, The Netherlands (“QIAGEN”), for the acquisition of all ordinary shares of QIAGEN (ISIN: NL0012169213; CUSIP: N72482123) (“QIAGEN Shares”) against payment of cash consideration of EUR 39.00 per QIAGEN Share. The Acceptance Period for this Offer will end on July 27, 2020, 24:00 hours (local time Frankfurt am Main, Germany) / 18:00 hours (local time New York, United States), unless extended pursuant to the statutory provisions of the WpÜG.
1.
As of June 15, 2020, 14:00 hours (local time Frankfurt am Main, Germany) / 8:00 hours (local time New York, United States) (the “Reference Date”), the Offer has been accepted for 3,833,942 QIAGEN Shares (approximately 1.66% of the share capital and voting rights of QIAGEN).
2.
As of the Reference Date, neither the Bidder nor persons acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG nor their subsidiaries directly or indirectly held QIAGEN Shares or any other instruments in relation to QIAGEN Shares. Moreover, as of the Reference Date, no further voting rights attached to QIAGEN Shares are attributable to the Bidder or persons acting jointly with the Bidder within the meaning of section 2 para. 5 WpÜG or their subsidiaries.
The Bidder has made the completion of the Offer subject to, inter alia, satisfaction of a minimum acceptance threshold of at least 75% of QIAGEN’s issued and outstanding ordinary share capital at the end of the Acceptance Period, excluding any QIAGEN Shares held by QIAGEN in treasury at the end of the Acceptance Period (see Section 12.1 of the Offer Document). QIAGEN has notified the Bidder that QIAGEN holds a total of 2,349,793.333 QIAGEN Shares in treasury as of June 12, 2020. On this basis, the acceptance ratio for the purposes of the minimum acceptance threshold is 1.68% as of the Reference Date.
Breda, June 15, 2020
Quebec B.V.
Important notice:
This announcement is made pursuant to Section 23 para. 1 sentence 1 no. 1 WpÜG and is neither an offer to purchase nor a solicitation of an offer to sell securities. The Offer is made solely by the Offer Document published May 18, 2020, the related Declaration of Acceptance (as defined in Section 13.1.2 of the Offer Document), the related Letter of Transmittal (as defined in Section 13.2.2 of the Offer Document) and any other related materials (and any supplements or amendments thereto), and is being made to all shareholders of QIAGEN.
The Offer is being launched and implemented in accordance with the WpÜG and applicable regulations, applicable Dutch public offer rules and applicable U.S. securities laws. Shareholders of QIAGEN who are subject to laws other than those of the member states of the European Union and the European Economic Area or the United States may be subject to legal restrictions and are advised to inform themselves and comply with the relevant applicable laws. Quebec B.V. (the “Bidder”) assumes no responsibility for acceptance of the Offer outside of Germany, The Netherlands and the other member states of the European Union and the European Economic Area and the United States being permissible under the relevant applicable laws. In those jurisdictions where applicable law requires the Offer to be made by a licensed broker or dealer, the Offer will be deemed to be made on behalf of the Bidder by one or more registered brokers or dealers licensed under the laws of such jurisdiction to be designated by the Bidder.
The Offer Document and the applicable related documents described herein and therein contain important information that should be read carefully and in their entirety before any decision is made with respect to the Offer. The Offer materials and other documents filed with the SEC by Thermo Fisher Scientific Inc. or QIAGEN may be obtained free of charge at the SEC’s website at www.sec.gov and from the U.S. Information Agent (as defined in Section 1.4 of the Offer Document) or German Information Agent (as defined in Section 21 of the Offer Document) for the Offer.
This publication is available on the internet
under: http://corporate.thermofisher.com/en/offer.html
on: June 15, 2020.
under: http://corporate.thermofisher.com/en/offer.html
on: June 15, 2020.