Announcement of lowering of offer condition and extension of the Offer Period

Copenhagen, 2016-06-08 14:46 CEST (GLOBE NEWSWIRE) -- QIAGEN N.V., Company reg. no. 804803778 ("QIAGEN"), published a Recommended Public Conditional Voluntary Offer on 19 April 2016 (the Offer) to the shareholders of Exiqon A/S, Company reg. no. (CVR) 18984431 ("Exiqon"). QIAGEN extended the Offer Period, according to the Offer, on 19 May 2016 and on 3 June 2016.

QIAGEN has today decided to reduce its condition set out in the Offer Document to reach valid acceptances of the Offer to the effect that QIAGEN will hold more than 90% of the share capital and voting rights in the Company after Completion of the Offer. Consequently, the acceptance threshold will be lowered to 89.20 % of the share capital and voting rights in the Company. As a consequence of the reduction of the condition and as required by the rules set out in the Danish Takeover Order, the Offer Period is being extended, whereby the Offer is valid as of 19 April 2016 and expires on 22 June 2016 at 23:59 (CET).

With reference to QIAGEN's announcement of 3 June 2016, QIAGEN notes that it has already received acceptances from Exiqon Shareholders representing 89.21% of the share capital and voting rights in the Company, whereby QIAGEN expects that the condition will be satisfied at the expiry of the Offer Period and consequently that the Offer will be completed, provided all other conditions of the Offer are fulfilled.

In addition to the acceptances received and as described in the Offer Document and in the announcement of 3 June 2016, QIAGEN emphasizes that the members of the Executive Management in aggregate hold 4,021,959 warrants in the Company convertible into 4,021,959 shares in the Company. Such warrants are expected to vest immediately upon Completion, if any, of the Offer and can either be settled in cash or in shares depending on the decision by the Board of Directors. QIAGEN has received irrevocable undertakings from the members of the Executive Management stating that the members of the Executive Management 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 has subsequently entered into an agreement with the Company that entitles QIAGEN to demand that any shares issued as a consequence of the exercise of warrants can be settled in shares or in cash. On Completion, if any, of the Offer with an acceptance ratio below 90% of the share capital and voting rights in the Company, QIAGEN therefore expects to request the Board of Directors to settle the warrants in shares with the effect that QIAGEN forewith of Completion of the Offer will hold more than 90% of the shares and voting rights in the Company due to the issuance (and subsequent transfer to QIAGEN) of such warrant shares. In addition, QIAGEN has agreed with Exiqon that the Board of Directors will call for an extraordinary general meeting for the purpose of electing the members for the Board of Directors, such meeting to take place subsequent of the Completion, if any, of the Offer.  

Exiqon Shareholders should therefore be aware that irrespective of QIAGEN's decision to reduce the 90% condition above, QIAGEN still expects to squeeze out the remaining minority Exiqon Shareholders and request from Nasdaq Copenhagen  cancellation and delisting of all the Exiqon Shares as soon as QIAGEN holds above 90 % of the shares and capital in the Company. This threshold is expected to be reached either at or immediately after Completion, if any, of the Offer.

The lowering of the condition and the extension of the Offer Period and the conditions thereof is set out in the attached third supplement to the Offer Document.

Unless the Offer Period is once more extended, QIAGEN will announce the preliminary result of the Offer through the Danish FSA, NASDAQ Copenhagen and through electronic media no later than eighteen hours after expiry of the Offer Period, i.e. on 23 June 2016. QIAGEN will announce the final result of the Offer on or before 26 June 2016, which is three days after the completion of the Offer. See Section 21(3) of the Danish Takeover Order. 

Definitions applied but not specified in this announcement shall have the same meaning as set out in the Offer Document. 

Vedhæftede filer:

Third Supplement to Offer Document (reduction of condition).pdf

Announcement to Exiqon ( lowering of condition).pdf