QIAGEN N.V. has announced its decision to change the offer conditions for the acquisition of shares in Exiqon A/S, reducing the threshold from 90% to 89.20%. All other terms and conditions remain unchanged. In line with the Danish Takeover Order, which requires the extension of an offer period in case of changing offer terms and conditions, QIAGEN N.V. is further extending the offer period, which will now expire on 22 June 2016 at 23:59 (CET).
On 3 June 2016, QIAGEN N.V. had extended the conditional voluntary offer and announced that the Company has already received acceptances representing 89.21% of the share capital and voting rights in Exiqon.
In addition to the acceptances received and as described in the Offer Document, QIAGEN N.V. had also announced that members of the Executive Management in aggregate hold 4,021,959 warrants in Exiqon which are convertible into the same number of Exiqon shares (just below 1% of outstanding shares following conversion). Such warrants are expected to vest immediately upon Completion, if any, of the Offer and can either be settled in cash or in shares depending on the decision by Exiqon’s Board of Directors.
QIAGEN N.V. has received irrevocable undertakings from these warrant holders, stating that they will tender any newly issued shares to QIAGEN N.V. at the Offer Price in case the Board of Directors decides that such warrants should be settled in shares. QIAGEN N.V. has subsequently entered into an agreement with Exiqon that entitles the Company to demand that any shares issued as a consequence of the exercise of warrants can be settled in shares or in cash.
Consequently, QIAGEN N.V. expects that the condition to receive acceptances exceeding 90% of the share capital will be satisfied after expiration of the Offer Period and that the Offer will be successfully completed.
In the by QIAGEN unexpected case of the completion of the Offer with an acceptance ratio below 90% of the share capital and voting rights in Exiqon, QIAGEN therefore expects to request the Board of Directors to settle the warrants in shares with the effect that the Company forewith upon Completion of the Offer will hold more than 90% of the shares and voting rights in Exiqon due to the issuance (and subsequent transfer to QIAGEN N.V.) of such warrant shares.
QIAGEN had originally published the conditional voluntary tender offer for the shares in Exiqon A/S on 18 April 2016, in which the shareholders were offered a cash amount of DKK 18 for each share held in Exiqon A/S. This Offer Period had been extended on 19 May 2016 and again on June 3 until June 20, 2016.