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QIAGEN to Acquire SABiosciences

QIAGEN to Acquire SABiosciences

QIAGEN to Acquire SABiosciences

QIAGEN to Acquire SABiosciences

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QIAGEN N.V. has announced that it has signed a definite agreement to acquire SABiosciences Corporation, a privately-held developer and manufacturer of disease- and pathway-focused PCR assay panels.

SABiosciences is based in Frederick, Maryland (USA), and employs a staff of around 100. The transaction is valued at US$90 million in cash and is expected to close in late December 2009, following approval of SABiosciences’ stockholders and the expiration of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

SABiosciences holds a leading position in the design and commercialization of disease- and pathway-focused real-time PCR-based assay panels (PCR Arrays), which are widely utilized in biomedical research and in the development of future drugs and diagnostics.

The company’s primary product family includes more than 100 real-time PCR assay panels designed for high-performance analysis of DNA, RNA, epigenetic and microRNA targets in biological pathways associated both with specific diseases such as cancer, diabetes, immune and cardiovascular disorders, as well as with pathways such as apoptosis, signal transduction and toxicology.

Solutions focusing on the analysis of molecular interactions in pathways – a series of actions among molecules in a cell – open up a new dimension for gene analysis. Conventional assay products are usually designed for the study of a single gene’s expression and not offered in complete panels covering all genes of interest associated with a specific disease or pathway. SABiosciences, in contrast, is a pioneer in the design of preformatted PCR assay panels and focuses on the biology of entire pathways and interaction of all genes involved in a specific disease.

In a single experiment users can therefore learn how gene activity in their samples correlates with the state of a disease of their particular interest. As such, SABiosciences’ expertise and unique offering lie in the biomedical and bioinformatics know-how required to design and format such assay panels. Its approach allows biomedical researchers and pharmaceutical companies to facilitate and accelerate the discovery and validation of biomarkers.

The discovery and validation of biomarkers is also of key interest in the development of diagnostics. By supplying disease- and pathway-focused panels to biomedical and pharma activities in discovery and preclinical research, QIAGEN can contribute to the discovery and validation engines of biomedical and pharma institutions. This can prompt collaborations around these engines to create fast-track approvals to new diagnostic content for prevention, profiling (as spin-offs of pharmaceutical research), and personalized healthcare (as an integral interest of the pharmaceutical companies). The transaction is therefore also highly synergistic with QIAGEN’s recent acquisition of DxS Ltd which has put the Company in a leading position in the emerging field of personalized healthcare.

“SABiosciences is a leader in design and commercialization of disease- and pathway-based PCR assay panels”, said Peer Schatz, CEO of QIAGEN. “These assay panels are designed for use with and leveraged by QIAGEN’s sample and assay technologies and can be run on QIAGEN instruments. Subject to final closing, the transaction can create great value for both our strategy in pharma and our strategy in diagnostics. The addition of SABiosciences will boost our biological content engine significantly by adding to our position as a premium partner for the pharmaceutical industry and to the use of this position to yield diagnostic content for prevention, profiling, and, most significantly, personalized healthcare.”

“We are very delighted with this merger”, said Li Shen, President of SABiosciences. “The combination of SABiosciences’ strong content development and bioinformatics capability with QIAGEN’s leadership in molecular biology and its global footprint allow us to take our proven PCR Array technology to the next level. Together with QIAGEN we can roll out this technology internationally and bundle it with one of the industry’s most reputed product portfolios, thereby providing even more value to our customers.“

SABiosciences’ operations are located in the immediate vicinity of QIAGEN’s North American headquarters based in Germantown and Gaithersburg, Maryland. This proximity is expected to contribute to a rapid and smooth integration of SABiosciences into QIAGEN operations.

Subject to the closing of the transaction, QIAGEN intends to further expand the segment of disease- and pathway-focused assay panels. QIAGEN also intends to establish SABiosciences’ Frederick site as a Center of Excellence in biological content development and – due to the high level of synergies – to further grow the location in the near future.

Highlights of the acquisition agreement signed:

Subject to SABiosciences’ stockholder approval and the expiration of the statutory waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

Consideration of US$90 million in cash (subject to customary purchase price adjustment).

Expected to add revenues of approximately US$24 million in sales for 2010. The growth rate on these $24 million in revenues is expected above QIAGEN’s average growth rate.

Expected one-time charges of approximately US$0.02 in earnings per share (EPS) in the last quarter of 2009 which primarily related to costs and expenses incurred in connection with the acquisition such as advisory fees as well as the write-off of certain assets.

On an adjusted basis excluding one-time charges, integration and restructuring costs, and amortization of acquisition related intangible assets, the acquisition is expected to be neutral to EPS in 2010 and to significantly accretive to adjusted EPS in 2011