Second time's the charm?

QIAGEN extends offer period for acquiring Exiqon for the second time in hopes of reaching 90-percent acceptance rate

Kelsey Kaustinen
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VENLO, The Netherlands—In an effort to close the deal, QIAGEN N.V. has extended the offer period for its acquisition of Exiqon A/S for the second time. The offer period, which expired on June 2, now expires on June 20 at 11:59 CET. All terms and conditions remain the same.
Exiqon is a leader in non-coding RNA (ncRNA) such as microRNA (miRNA) and long non-coding RNA (lncRNA), and will bring with it sample technologies, assay technologies and bioinformatics solutions as well as a portfolio of proprietary technologies and know-how used in molecular testing, including relevant Locked Nucleic Acid (LNA) technology. LNA has been shown to improve the specificity and sensitivity in PCR, next-generation sequencing target enrichment and functional assays. Exiqon currently has around 100 employees in Denmark and the United States and saw net sales of approximately $20 million in 2015.
QIAGEN first went public with plans to submit a conditional voluntary takeover of Exiqon on March 29, and published the offer document for its conditional, voluntary public tender offer for Exiqon's shares on April 18. QIAGEN is offering DKK 18 per share (approximately $2.75) in cash, which at the time represented a 41.7-percent premium over Exiqon's closing price and a premium of 52.9 percent over the average closing price in the three months leading up to March 29. This represents a total consideration of approximately DKK 683 million (roughly $100 million). QIAGEN needs an acceptance rate of 90 percent to close the deal, and as of May 18, the original end date of the offer period, QIAGEN reported having acceptances representing 81.37 percent of Exiqon's share capital and voting rights.
So far, QIAGEN has received acceptances from shareholders representing 89.21 percent of Exiqon's share capital and voting rights.
"We have made a compelling and fair offer that is not only appreciated by Exiqon’s board of directors and its largest shareholders,” said Peer Schatz, CEO of QIAGEN N.V., said in a press release. “During the first extension period, additional retail shareholders also have recognized that the offer values the company appropriately and have tendered their shares. We extend the offer one more time and trust that in the end we will reach the 90-percent acceptance rate necessary to complete the transaction.”
As described in the April 2016 offer document, Lars Kongsbak, CEO of Exiqon, and Hans Henrik Christensen, chief financial officer, hold in aggregate 4,021,959 warrants in Exiqon A/S convertible into the same number of shares. These warrants are expected to vest immediately once the offer is completed and can either be settled in cash or in shares, based on the board of directors' decision. Both Kongsbak and Christensen have both issued irrevocable undertakings stating that they will tender any newly issued shares to QIAGEN at the offer price in case the board of directors decides that such warrants should be settled in shares. QIAGEN is in the process of reaching an agreement with Exiqon that allows it to demand that such warrants are settled in shares.
Should QIAGEN and Exiqon reach such an agreement, QIAGEN reserves to lower its 90-percent acceptance condition and complete the offer with a lower acceptance ratio than 90 percent as a share settlement of the warrants, if any, will mean that QIAGEN will have more than 90 percent of the shares and votes in Exiqon once the warrants are settled.
QIAGEN N.V. will announce the preliminary result of the offer no more than 18 hours after the offer period expires, as in, no later than June 21, and will announce the final result on or before June 24.

Kelsey Kaustinen

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