July 17, 2020
Thermo Fisher Scientific is boosting its offer to acquire Qiagen by about $1 billion. The move comes a few days after a hedge fund with a stake in Qiagen pushed for a better offer.
The amendment provides for an increase from the original offer price of $45 to a new price of $49 per Qiagen share in cash, which represents a premium of about 35% to the closing price of Qiagen's ordinary shares on the Frankfurt Prime Standard on March 2, 2020, the last trading day prior to the announcement of the $11.5 billion acquisition agreement and Waltham, MA-based Thermo Fisher's intention to commence the offer.
The amendment also provides for a reduction of the minimum acceptance threshold from 75% to 66.67% of Venlo, Netherlands-based Qiagen's issued and outstanding ordinary share capital at the end of the acceptance period on August 10, 2020, as well as a $95 million expense reimbursement to Thermo Fisher if the minimum acceptance threshold is not met.
Talks of the merger between the two began heating up in November of 2019 – although at the time it was a rumor. Then on Christmas Eve, Qiagen terminated talks of the acquisition. However, an announcement about the deal came in March right as the COVID-19 pandemic was hitting the U.S.
"Industry dynamics have changed considerably in the past few months, creating tailwinds and headwinds for our businesses,” Marc Casper, chairman, president and CEO, of Thermo Fisher Scientific, said in a release. “Both of our companies are playing important roles in helping customers to battle the COVID-19 pandemic. After careful consideration, we've decided to increase our offer for Qiagen to reflect the fair value of the business given the current environment. We remain confident that this transaction will create shareholder value and, importantly, provide meaningful benefits to our customers and society by combining our capabilities to combat infectious diseases and other healthcare issues. We continue to look forward to completing the transaction in the first half of 2021."
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