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Thermo Fisher Scientific to Acquire Dutch Diagnostics Firm Qiagen for USD 11.5bn
Wednesday 04 March 2020

4 March 2020 - US-based life science company Thermo Fisher Scientific Inc. (NYSE: TMO) has agreed to acquire Dutch molecular diagnostics and sample preparation technologies company Qiagen N.V. (NYSE: QGEN) for EUR 39 per share in cash, the companies said.

The boards of directors of both firms, as well as the managing board of Qiagen, have unanimously approved Thermo Fisher's proposal.

The offer price represents a premium of approximately 23% to the closing price of Qiagen's common stock on the Frankfurt Prime Standard on March 2, 2020, the last trading day prior to the announcement of the transaction. 

Thermo Fisher will commence a tender offer to acquire all of the ordinary shares of Qiagen.

The transaction values Qiagen at approximately USD 11.5bn at current exchange rates, which includes the assumption of approximately USD 1.4bn of net debt.

Qiagen is a provider of life science and molecular diagnostic solutions and employs approximately 5,100 people at 35 locations in more than 25 countries.

The company generated 2019 revenue of USD 1.53bn. Its sample preparation technologies are used to extract, isolate and purify DNA, RNA and proteins from a wide range of biological samples.

The company's assay technologies are then used to amplify and enrich these biomolecules to make them readily accessible for analysis.

In addition, Qiagen's instruments can be used to automate these workflows, while its bioinformatics systems provide customers with relevant, actionable insights.

The transaction is expected to be immediately accretive to Thermo Fisher's adjusted EPS after close. 

Thermo Fisher expects to realize total synergies of USD 200m by year three following the close, consisting of USD 150m of cost synergies and USD 50m of adjusted operating income1 benefit from revenue synergies.

The transaction, which is expected to be completed in the first half of 2021, is subject to the satisfaction of customary closing conditions, including the receipt of applicable regulatory approvals, the adoption of certain resolutions relating to the transaction at an Extraordinary General Meeting of Qiagen's shareholders, and completion of the tender offer.

Thermo Fisher said it has obtained committed bridge financing. Permanent funding is expected to come from cash on hand and the issuance of new debt. The transaction is not subject to any financing condition.

J.P. Morgan Securities LLC and Morgan Stanley and Co. LLC are serving as financial advisors to Thermo Fisher, and Wachtell, Lipton, Rosen and Katz is serving as legal counsel.

For Qiagen, Goldman Sachs International is serving as lead financial advisor and Barclays Bank PLC is serving as financial advisor, while De Brauw Blackstone Westbroek NV, Linklaters LLP and Mintz, Levin, Cohn, Ferris, Glovsky and Popeo P.C. are serving as legal counsel.
Date Published: 04/03/2020
Target: Qiagen N.V.
Country: Netherlands
Deal Size: 11.5bn (USD)
Sector: Biotechnology
Type: Corporate acquisition
Financing: Cash
Status: Agreed
Buyer: Thermo Fisher Scientific Inc
Buyer Advisor: J.P. Morgan Securities , Morgan Stanley and Co. LLC , Wachtell, Lipton, Rosen and Katz