QIAGEN and Digene Announce Merger Agreement
Complete the form below to unlock access to ALL audio articles.
QIAGEN N.V. and Digene Corp. have announced a definitive agreement to combine the two companies to create market- and technology-leadership in molecular diagnostics.
The Boards of Directors of both companies unanimously approved the transaction in which QIAGEN is to acquire 100% of Digene's stock for a combination of cash and QIAGEN common stock. This strategic transaction combines QIAGEN's portfolio of sample and assay technologies, including a broad panel of molecular diagnostic tests, with Digene's leadership in HPV-targeted molecular diagnostic testing, creating a global leader in molecular diagnostics outside blood screening and viral load monitoring.
It is anticipated that the combined company will have over US$350 million of molecular diagnostics revenues and more than US$800 million in revenues overall in 2008.
Under the terms of the agreement, the transaction will be effected as an exchange offer, followed by a merger of Digene into a subsidiary of QIAGEN.
The acquisition consideration will consist of cash and QIAGEN stock, and Digene shareholders may elect to receive for each Digene share either US$61.25 in cash or 3.545 shares of QIAGEN stock, subject to pro-ration so that the total consideration issued for Digene stock consists of 55% cash and 45% QIAGEN stock.
Based on the companies' closing stock prices on June 1, 2007, the US$61.25 per share of consideration to be received by Digene shareholders represents a premium of 37% and total equity consideration of approximately US$1.6 billion, which includes US$170 million in cash.
It is anticipated that the stock portion of the consideration will be tax-free to Digene shareholders and QIAGEN shareholders will own approximately 78% of the combined company on a fully diluted basis, and Digene shareholders will own approximately 22%.
"The strategic rationale for this transaction is compelling as it combines QIAGEN's leading technology portfolio and our breadth of molecular diagnostic tests with Digene's leadership in what is seen as the fastest-growing segment of molecular diagnostics," said Peer M. Schatz, Chief Executive Officer of QIAGEN.
"This transaction creates significant value for our shareholders and instantaneous market and technology leadership in what is one of the most exciting areas of life sciences and healthcare: molecular diagnostics. The joint franchises link virology with oncology, thereby creating an exceptional platform to add next-generation and high-value molecular diagnostic products and strategically position the company for future growth,” Mr. Schatz continued.
