Business Services Industry
QIAGEN Signs Agreement for the Acquisition of eGene
Business Wire, April 13, 2007
Under the terms of the agreement, QIAGEN North American Holdings, Inc. will offer $0.65 in cash and 0.0416 common shares of QIAGEN stock per share of eGene stock. The aggregate purchase consideration amounts to approximately $34.0 million (based on the average closing prices of QIAGEN stock on the NASDAQ Global Select Market for the 20 trading days ending on April 12, 2007). Based on preliminary analyses and assuming the transaction closes early in the third quarter of 2007, QIAGEN expects this transaction to contribute approximately US$2 million in sales in the second half of 2007 and roughly US$7-$9 million in sales for the full year of 2008. QIAGEN expects to incur one-time charges of approximately US$0.01 in EPS at closing, expected in the third quarter 2007. These charges primarily relate to in-process research and development and the write-off of certain assets. On an adjusted basis excluding one-time charges, integration and restructuring costs and amortization of acquired IP, the acquisition is expected to reduce EPS in the second half of 2007 by approximately US$0.01 and to be neutral to earnings in 2008. Beyond 2008, revenues for this product line are expected to grow rapidly and contribute significant accretion to net income as the instrument base expands rapidly and drives increasing consumable usage.
Related Results
"We are very pleased and excited to join forces with QIAGEN - the leading provider of sample technologies, nucleic acid assays technologies and molecular diagnostic assays. Together, the companies can address their customers' entire work flow in molecular testing applications such as HLA and molecular diagnostics, from sample to answer with solutions from a single source. Given the leadership in molecular diagnostic technologies and sales, marketing and operational resources, we believe the combined companies can expand and accelerate the availability of our technologies into the market and into the hands of more customers and in addition, to benefit mankind," said Ming S. Liu, Ph.D., Chief Executive Officer of eGene.
Financial Highlights of the Transaction:
* Merger agreement signed on April 12, 2007.
* Transaction expected to close early in the third quarter of 2007.
* Entered into binding voting agreement with management and key shareholders.
* Expected to add revenues of approximately US$2 million in second half of 2007.
* Expected to incur one-time charges of approximately US$0.01 in EPS at closing, expected in the third quarter 2007.
* Expected to reduce adjusted EPS in the second half of 2007 by approximately US$0.01 and to be neutral in 2008.
* No material change to QIAGEN's expected margins.
* Early-stage company rapidly commercializing its technology.
Additional Information:
QIAGEN intends to file a registration statement on Form F-4 containing a joint proxy statement/prospectus in connection with the transaction. The proxy statement/prospectus will be mailed to the stockholders of eGene to consider and vote upon the proposed merger. Investors and security holders are urged to read the proxy statement/prospectus and other relevant materials filed with the SEC when they become available because they will contain important information about the transaction and other related matters. Investors and security holders may obtain free copies of these documents (when they become available) and other documents filed with the SEC at the SEC's web site at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by eGene Investor Relations and for free from QIAGEN by directing a request to QIAGEN Investor Relations.
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