Doing the two-step

QIAGEN looks to buy a huge stake in Ipsogen and then acquire the rest later in effort to expand leadership role in oncology molecular diagnostics

Jeffrey Bouley
VENLO, The Netherlands—Looking to ease its way into ownership,apparently, QIAGEN NV has entered into exclusive negotiations with Marseilles,France-based Ipsogen SA, with an offer to purchase a 47 percent initial stakein the company, to be followed up later with a public offer to fully acquireit.
 
Acquiring Ipsogen would provide QIAGEN access to a broadrange of assays covering 15 biomarkers—including BCR-ABL and JAK2—usedworldwide for the diagnosis, prognosis and monitoring of patients with variousblood cancers.
 
Many of these assays also are used as companion diagnosticsin personalized healthcare to make and guide treatment decisions, QIAGEN notes,and almost all of Ipsogen's assays have CE-IVD Marking in Europe and can beused on QIAGEN's Rotor-Gene Q real-time PCR system. This latter fact, QIAGENmaintains, "will enable the smooth and rapid transfer of these unique productsonto QIAGEN's QIAsymphony RGQ, a novel, integrated, sample-to-result laboratoryautomation platform that includes the Rotor-Gene Q system."
 
"The acquisition of Ipsogen would further expand our globalleadership in molecular assays for profiling and personalized healthcare,"noted Peer Schatz, CEO of QIAGEN, in a news release about the deal. "Ipsogen'smolecular cancer profiling and personalized healthcare assays are clearlysetting standards for the diagnosis and monitoring of many types of bloodcancers as well as the selection and guidance of therapies. This portfoliowould further increase our leading position in profiling assays, as well as incompanion diagnostics for personalized healthcare, helping to improve thetreatment of many diseases and addressing unmet medical needs."
 
"Ipsogen has created a portfolio of molecular assays thatare advancing treatment standards for patients with blood cancers, and we arenow moving forward in creating new products to support women with breastcancer," said Vincent Fert, Ipsogen's CEO, in the official statement. "As partof QIAGEN, we believe our efforts would be accelerated and benefit from anindustry-leading company and could offer even greater options to patients andhealthcare providers around the world."
 
Making a play for Ipsogen now makes sense in part because asmolecular diagnostic applications disseminate, their advantages overtraditional methods are becoming increasing clear, Dr. Thomas Theuringer,QIAGEN's director of public relations, tells ddn.
 
"This is particularly true in profiling, in which our testshelp doctors to properly diagnose and manage disease better, as well as inpersonalized healthcare where the treatment benefits and healthcare savingsbrought about by companion diagnostics are significant," he notes.
 
Among the factors "driving this dissemination to a higherlevel" are new regulatory guidelines, especially from the U.S. Food and DrugAdministration, on companion diagnostics, he says, as well as increasedinterest and R&D from pharma.
 
"Overall, the addition of Ipsogen will strengthen QIAGEN'sleadership in molecular diagnostics, significantly expanding our profiling andpersonalized healthcare portfolios," Theuringer adds. "There are two differentrevenue streams resulting from this deal: one from the assays as part of ourprofiling portfolio and the other from the unique biomarker IP holdings thatare of great interest to pharma. This is particularly true of the JAK2 V617Fbiomarker. Currently there are 15 drug compounds, from different pharmacompanies, that are based on JAK2 V617F."
 
Also, he points out, Ipsogen's focus on various bloodcancers is complimentary to QIAGEN's current portfolio.
 
"We were already very strong with solid tumors, and now,with the acquisition of Ipsogen, we can fill offer our customers in oncologytesting comprehensive solutions in hematologic cancer," Theuringer says. "On amacro level, we are also seeing a strong emphasis on platform content indriving growth. By adding more test content to our platform systems, we arepositioning ourselves for rapid growth in these sectors in the future."
 
The total value to fully acquire Ipsogen, which has 70employees in France and the United States, is approximately $101 million, whichis about six times Ipsogen's anticipated full-year 2012 net sales. The Ipsogenboard of directors has "favorably welcomed" QIAGEN's offer, and the boardmembers are among the shareholders who have agreed to the exclusivity of thenegotiations.
 
Ipsogen boasts more than 400 active customers globally andreports that more than 40 percent of net sales during 2010 were reinvested intoresearch and development activities.
All three managing cofounders of Ipsogen—CEO Vincent Fert, ChiefOperating Officer Stéphane Debono and R&D and Regulatory Affairs SeniorDirector Fabienne Hermitte—are expected to stay with QIAGEN following theacquisition.
 

 
QIAGEN increases offer for Cellestis
 
VENLO, the Netherlands—As announced in the May issue of ddn, QIAGEN NV recently offered toacquire Cellestis Ltd. for approximately$355 million in cash. On July 11, QIAGEN announced that it is increasing itsoffer for the Australian biotech to $374 million.
 
Accordingto QIAGEN, Cellestis' board of directors continues to unanimously recommendshareholders vote in favor of the acquisition in the absence of a superiorproposal.
 
The amended proposal for the transaction, which QIAGEN willfund from existing cash reserves, is not expected to result in any materialchanges to estimates provided by QIAGEN in April. On an adjusted basis, whichexcludes one-time charges, integration and restructuring costs and amortizationof acquisition-related intangible assets, the transaction is expected to bemoderately dilutive to full-year adjusted earnings per share due to plannedlarge investments in sales capabilities and R&D initiatives for migrationof existing Cellestis products onto QIAGEN's platforms, as well as for new productdevelopment.
 
Key to the acquisition is access to Cellestis' QuantiFERONtechnology, a proprietary approach for disease detection and monitoring, whichQIAGEN says is complementary to its portfolioof molecular diagnostics. Cellestis has several new products based onQuantiFERON technology under evaluation targeting other diseases and conditionsand generated $42 million in sales for the technology last year.
 

Jeffrey Bouley

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