Click here to close now.




















Welcome!

News Feed Item

QIAGEN N.V. Announces Non-U.S. Offer Involving Convertible Notes

HILDEN, Germany, March 12, 2014 /PRNewswire/ --

QIAGEN N.V. (NASDAQ: QGEN; Frankfurt Prime Standard: QIA) announced today its intention to launch the following series of transactions:

  • The repurchase from non-U.S. holders up to the full $300 million notional amount of its outstanding convertible notes due 2026 (the "2026 Notes");
  • In order to finance the repurchase of the 2026 Notes, and also raise $300 million of net proceeds, the issue of new senior unsecured cash settled convertible notes (the "Notes") outside the United States for up to $730 million aggregate principal amount; and
  • The entry into derivative transactions to increase the effective conversion price of the newly issued Notes (the "Convertible Note Hedge and Warrant Transactions" as described below).

The final size of the offering of Notes (the "Notes Offering") will be determined on March 12,2014, and is subject to the amount of 2026 Notes repurchased and other factors.

Repurchase of 2026 Notes

The invitation to participate in the repurchase is only being made to holders of 2026 Notes that are not persons located or resident in the United States or persons acting for the account or benefit of such persons. The 2026 Notes will be purchased in cash at a price based in part on variations in the price of QIAGEN's common shares on March 12, 2014. The repurchase is conditioned on, and settlement is expected to take place on the same day as, the successful placement of the concurrent Notes Offering.

The Notes Offering

QIAGEN intends to issue the new Notes in minimum denominations of $200,000, and in reliance on Regulation S through a private placement to institutional investors only outside the United States of America, Canada, Australia and Japan.The company plans to issue the Notes in two tranches, with the first tranche having a maturity of five years and the second tranche having a maturity of seven years. The Notes due 2019 and 2021 will bear interest at an annual rate of 0.00% to 0.75% and 0.50% to 1.25% respectively, payable semi-annually in arrears. The conversion prices are expected to be set at a 30-35% premium over the Reference Share Price on the pricing date.(The Reference Share Price will be equal to the volume-weighted average share price of QIAGEN's shares between opening and close on the NASDAQ Global Select Market on March 12,2014).The final terms of the Notes and the offering size will be determined at final pricing, expected to occur on March 12,2014. In the event of an exercise of their conversion right, Noteholders will receive a cash amount equivalent to the value of QIAGEN's common shares underlying the Notes.No shares will be issued by QIAGEN upon conversion of the Notes.The expected settlement date of the Notes is March 19,2014, and application will be made for the Notes to be admitted to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.

Convertible Note Hedge and Warrant Transactions

In connection with the Notes Offering, QIAGEN intends to enter into privately negotiated convertible Note hedge and warrant transactions, each initially covering the same number of QIAGEN's common shares as underlie the Notes. The convertible Note hedge transaction will be cash settled upon exercise and is expected to offset any cash payments QIAGEN is required to make in excess of the principal amount of Notes upon conversion.The warrant transaction could separately have a dilutive effect with respect to QIAGEN's common shares to the extent that the market price per share of QIAGEN's common shares upon expiration of the warrants exceeds the strike price of the warrants, which is expected to be set around 150% of the Reference Share Price.

The targeted $300 million of net proceeds from these transactions, which are designed to strengthen QIAGEN's balance sheet, secure long-term financing at low interest rates and neutralize potential dilution associated with the 2026 Notes, are planned to be used for general corporate purposes.

THIS ANNOUNCEMENT IS FOR GENERAL INFORMATION ONLY AND DOES NOT FORM PART OF ANY OFFER TO SELL, OR THE SOLICITATION OF ANY OFFER TO BUY, SECURITIES. THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFER AND SALE OF THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. ANY PERSONS READING THIS ANNOUNCEMENT SHOULD INFORM THEMSELVES OF AND OBSERVE ANY SUCH RESTRICTIONS.

THIS ANNOUNCEMENT IS DIRECTED ONLY AT THE FOLLOWING PERSONS IN THE UNITED KINGDOM: INVESTMENT PROFESSIONALS FALLING WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE "ORDER"); AND HIGH NET WORTH ENTITIES, AND OTHER PERSONS TO WHOM IT MAY LAWFULLY BE COMMUNICATED, FALLING WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER. IF YOU ARE IN THE UNITED KINGDOM AND DO NOT FALL INTO ONE OF THE ABOVE CATEGORIES, ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS NOT AVAILABLE TO YOU, AND WILL NOT BE ENGAGED IN WITH YOU, AND YOU SHOULD NOT ACT UPON, OR RELY ON, THIS ANNOUNCEMENT.

IN THE NETHERLANDS ANY OFFER OF THE NOTES IS SOLELY ADDRESSED TO QUALIFIED INVESTORS (WITHIN THE MEANING OF DIRECTIVE 2003/71/EC OF THE EUROPEAN PARLIAMENT AND OF THE COUNCIL (THE "PROSPECTUS DIRECTIVE")).IN CONNECTION WITH THE OFFER OF THE NOTES NO PROSPECTUS IS REQUIRED IN ACCORDANCE WITH THE PROSPECTUS DIRECTIVE. 

CERTAIN OF THE STATEMENTS CONTAINED IN THIS NEWS RELEASE MAY BE CONSIDERED FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE U.S. SECURITIES ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE U.S. SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. TO THE EXTENT THAT ANY OF THE STATEMENTS CONTAINED HEREIN RELATING TO QIAGEN'S PRODUCTS, MARKETS, STRATEGY OR OPERATING RESULTS, INCLUDING WITHOUT LIMITATION ITS EXPECTED OPERATING RESULTS, ARE FORWARD-LOOKING, SUCH STATEMENTS ARE BASED ON CURRENT EXPECTATIONS AND ASSUMPTIONS THAT INVOLVE A NUMBER OF UNCERTAINTIES AND RISKS. SUCH UNCERTAINTIES AND RISKS INCLUDE, BUT ARE NOT LIMITED TO, RISKS ASSOCIATED WITH MANAGEMENT OF GROWTH AND INTERNATIONAL OPERATIONS (INCLUDING THE EFFECTS OF CURRENCY FLUCTUATIONS, REGULATORY PROCESSES AND DEPENDENCE ON LOGISTICS), VARIABILITY OF OPERATING RESULTS AND ALLOCATIONS BETWEEN CUSTOMER CLASSES, THE COMMERCIAL DEVELOPMENT OF MARKETS FOR OUR PRODUCTS IN APPLIED TESTING, PERSONALIZED HEALTHCARE, CLINICAL RESEARCH, PROTEOMICS, WOMEN'S HEALTH/HPV TESTING AND NUCLEIC ACID-BASED MOLECULAR DIAGNOSTICS; CHANGING RELATIONSHIPS WITH CUSTOMERS, SUPPLIERS AND STRATEGIC PARTNERS; COMPETITION; RAPID OR UNEXPECTED CHANGES IN TECHNOLOGIES; FLUCTUATIONS IN DEMAND FOR QIAGEN'S PRODUCTS (INCLUDING FLUCTUATIONS DUE TO GENERAL ECONOMIC CONDITIONS, THE LEVEL AND TIMING OF CUSTOMERS' FUNDING, BUDGETS AND OTHER FACTORS); OUR ABILITY TO OBTAIN REGULATORY APPROVAL OF OUR PRODUCTS; DIFFICULTIES IN SUCCESSFULLY ADAPTING QIAGEN'S PRODUCTS TO INTEGRATED SOLUTIONS AND PRODUCING SUCH PRODUCTS; THE ABILITY OF QIAGEN TO IDENTIFY AND DEVELOP NEW PRODUCTS AND TO DIFFERENTIATE AND PROTECT OUR PRODUCTS FROM COMPETITORS' PRODUCTS; MARKET ACCEPTANCE OF QIAGEN'S NEW PRODUCTS, THE CONSUMMATION OF ACQUISITIONS, AND THE INTEGRATION OF ACQUIRED TECHNOLOGIES AND BUSINESSES. FOR FURTHER INFORMATION, PLEASE REFER TO THE DISCUSSIONS IN REPORTS THAT QIAGEN HAS FILED WITH, OR FURNISHED TO, THE U.S. SECURITIES AND EXCHANGE COMMISSION (SEC).

THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OR TO, OR FOR THE ACCOUNT OR BENEFIT OF, U.S. PERSONS EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OR SUCH STATE SECURITIES LAWS. THE NOTES ARE BEING OFFERED AND SOLD ONLY OUTSIDE THE UNITED STATES OF AMERICA TO NON-U.S. PERSONS IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT PURSUANT TO REGULATION S.

THE REPURCHASE INVITATION IS NOT BEING MADE AND WILL NOT BE MADE, DIRECTLY OR INDIRECTLY, IN OR INTO, OR BY USE OF THE MAILS OF, OR BY ANY MEANS OR INSTRUMENTALITY (INCLUDING, WITHOUT LIMITATION, FACSIMILE TRANSMISSION, TELEX, TELEPHONE, E-MAIL AND OTHER FORMS OF ELECTRONIC TRANSMISSION) OF INTERSTATE OR FOREIGN COMMERCE OF, OR ANY FACILITY OF A NATIONAL SECURITIES EXCHANGE OF, THE UNITED STATES, AND THE REPURCHASE INVITATION MAY NOT BE ACCEPTED BY ANY SUCH USE, MEANS, INSTRUMENTALITY OR FACILITY FROM OR WITHIN THE UNITED STATES OR BY PERSONS LOCATED OR RESIDENT IN THE UNITED STATES, OR PERSONS (INCLUDING AGENTS, FIDUCIARIES OR OTHER INTERMEDIARIES) ACTING FOR THE ACCOUNT OR BENEFIT OF PERSONS LOCATED OR RESIDENT IN THE UNITED STATES.  ANY PURPORTED ACCEPTANCE OF THE REPURCHASE INVITATION RESULTING DIRECTLY OR INDIRECTLY FROM A VIOLATION OF THESE RESTRICTIONS WILL BE INVALID AND IF MADE BY A PERSON LOCATED OR RESIDENT IN THE UNITED STATES OR ANY PERSON (INCLUDING ANY AGENT, FIDUCIARY OR OTHER INTERMEDIARY) ACTING FOR THE ACCOUNT OR BENEFIT OF PERSONS LOCATED OR RESIDENT IN THE UNITED STATES WILL NOT BE ACCEPTED. FOR THESE PURPOSES, "UNITED STATES" MEANS THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES OF AMERICA AND THE DISTRICT OF COLUMBIA.

THIS COMMUNICATION IS NOT AN EXTENSION OF THE REPURCHASE INVITATION IN THE UNITED STATES.

IN CONNECTION WITH ESTABLISHING THEIR INITIAL HEDGE POSITIONS WITH RESPECT TO THE NOTE HEDGE AND WARRANT TRANSACTIONS, THE COUNTERPARTIES TO THE NOTE HEDGE AND WARRANT TRANSACTIONS (THE "DERIVATIVES COUNTERPARTIES") OR THEIR RESPECTIVE AFFILIATES EXPECT TO PURCHASE SOME COMMON SHARES AND/OR ENTER INTO VARIOUS DERIVATIVE TRANSACTIONS WITH RESPECT TO COMMON SHARES CONCURRENTLY WITH, OR SHORTLY AFTER, THE PRICING OF THE NOTES. THESE HEDGING ACTIVITIES COULD INCREASE (OR REDUCE THE SIZE OF ANY DECREASE IN) THE MARKET PRICE OF COMMON SHARES OR THE NOTES.  FOLLOWING THE PRICING OF THE NOTES AND PRIOR TO THE MATURITY OF THE NOTES, THE DERIVATIVES COUNTERPARTIES OR THEIR RESPECTIVE AFFILIATES ARE LIKELY TO MODIFY THEIR HEDGE POSITIONS FROM TIME TO TIME BY ENTERING INTO OR UNWINDING DERIVATIVE TRANSACTIONS WITH RESPECT TO COMMON SHARES OR BUYING AND SELLING COMMON SHARES OR OTHER SECURITIES OF THE ISSUER, INCLUDING THE NOTES, IN SECONDARY MARKET TRANSACTIONS.  IN ADDITION, THE DERIVATIVE COUNTERPARTIES OR THEIR RESPECTIVE AFFILIATES MAY MODIFY THEIR HEDGE POSITIONS IN CONNECTION WITH ANY CONVERSION OF THE NOTES BY UNWINDING VARIOUS DERIVATIVES WITH RESPECT TO COMMON SHARES AND/OR SELLING COMMON SHARES OR OTHER SECURITIES OF THE ISSUER IN SECONDARY MARKET TRANSACTIONS.  THESE ACTIVITIES COULD DECREASE (OR REDUCE THE SIZE OF ANY INCREASE IN) THE MARKET PRICE OF COMMON SHARES OR THE NOTES, WHICH COULD AFFECT THE ABILITY TO CONVERT THE NOTES AND, TO THE EXTENT THE ACTIVITY OCCURS DURING ANY CALCULATION PERIOD RELATED TO A CONVERSION OF NOTES, COULD AFFECT THE AMOUNT OF CONSIDERATION THAT HOLDERS RECEIVE UPON CONVERSION OF THE NOTES. THE EFFECT, IF ANY, OF THESE ACTIVITIES ON THE TRADING PRICE OF THE NOTES OR THE UNDERLYING SCOMMON HARES WILL DEPEND IN PART ON MARKET CONDITIONS AND CANNOT BE ASCERTAINED AT THIS TIME.

Contacts:
John Gilardi
Vice President Corporate Communications and Investor Relations
+49-2103-29-11711
+1-240-686-2222
Email: [email protected]
ir.qiagen.com

SOURCE QIAGEN N.V.

More Stories By PR Newswire

Copyright © 2007 PR Newswire. All rights reserved. Republication or redistribution of PRNewswire content is expressly prohibited without the prior written consent of PRNewswire. PRNewswire shall not be liable for any errors or delays in the content, or for any actions taken in reliance thereon.

Latest Stories
Red Hat is investing in Tesora, the number one contributor to OpenStack Trove Database as a Service (DBaaS) also ranked among the top 20 companies contributing to OpenStack overall. Tesora, the company bringing OpenStack Trove Database as a Service (DBaaS) to the enterprise, has announced that Red Hat and others have invested in the company as a part of Tesora's latest funding round. The funding agreement expands on the ongoing collaboration between Tesora and Red Hat, which dates back to Febr...
The Internet of Things (IoT) is about the digitization of physical assets including sensors, devices, machines, gateways, and the network. It creates possibilities for significant value creation and new revenue generating business models via data democratization and ubiquitous analytics across IoT networks. The explosion of data in all forms in IoT requires a more robust and broader lens in order to enable smarter timely actions and better outcomes. Business operations become the key driver of I...
In their Live Hack” presentation at 17th Cloud Expo, Stephen Coty and Paul Fletcher, Chief Security Evangelists at Alert Logic, will provide the audience with a chance to see a live demonstration of the common tools cyber attackers use to attack cloud and traditional IT systems. This “Live Hack” uses open source attack tools that are free and available for download by anybody. Attendees will learn where to find and how to operate these tools for the purpose of testing their own IT infrastructu...
SYS-CON Events announced today that DataClear Inc. will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. The DataClear ‘BlackBox’ is the only solution that moves your PC, browsing and data out of the United States and away from prying (and spying) eyes. Its solution automatically builds you a clean, on-demand, virus free, new virtual cloud based PC outside of the United States, and wipes it clean...
It’s been proven time and time again that in tech, diversity drives greater innovation, better team productivity and greater profits and market share. So what can we do in our DevOps teams to embrace diversity and help transform the culture of development and operations into a true “DevOps” team? In her session at DevOps Summit, Stefana Muller, Director, Product Management – Continuous Delivery at CA Technologies, answered that question citing examples, showing how to create opportunities for ...
SYS-CON Events announced today that IceWarp will exhibit at the 17th International Cloud Expo®, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. IceWarp, the leader of cloud and on-premise messaging, delivers secured email, chat, documents, conferencing and collaboration to today's mobile workforce, all in one unified interface
Culture is the most important ingredient of DevOps. The challenge for most organizations is defining and communicating a vision of beneficial DevOps culture for their organizations, and then facilitating the changes needed to achieve that. Often this comes down to an ability to provide true leadership. As a CIO, are your direct reports IT managers or are they IT leaders? The hard truth is that many IT managers have risen through the ranks based on their technical skills, not their leadership ab...
A producer of the first smartphones and tablets, presenter Lee M. Williams will talk about how he is now applying his experience in mobile technology to the design and development of the next generation of Environmental and Sustainability Services at ETwater. In his session at @ThingsExpo, Lee Williams, COO of ETwater, will talk about how he is now applying his experience in mobile technology to the design and development of the next generation of Environmental and Sustainability Services at ET...
WebRTC has had a real tough three or four years, and so have those working with it. Only a few short years ago, the development world were excited about WebRTC and proclaiming how awesome it was. You might have played with the technology a couple of years ago, only to find the extra infrastructure requirements were painful to implement and poorly documented. This probably left a bitter taste in your mouth, especially when things went wrong.
Whether you like it or not, DevOps is on track for a remarkable alliance with security. The SEC didn’t approve the merger. And your boss hasn’t heard anything about it. Yet, this unruly triumvirate will soon dominate and deliver DevSecOps faster, cheaper, better, and on an unprecedented scale. In his session at DevOps Summit, Frank Bunger, VP of Customer Success at ScriptRock, will discuss how this cathartic moment will propel the DevOps movement from such stuff as dreams are made on to a prac...
Cloud and datacenter migration innovator AppZero has joined the Microsoft Enterprise Cloud Alliance Program. AppZero is a fast, flexible way to move Windows Server applications from any source machine – physical or virtual – to any destination server, in any cloud or datacenter, using its patented container technology. AppZero’s container is also called a Virtual Application Appliance (VAA). To facilitate Microsoft Azure onboarding, AppZero has two purpose-built offerings: AppZero SP for Azure,...
WSM International, the pioneer and leader in server migration services, has announced an agreement with WHOA.com, a leader in providing secure public, private and hybrid cloud computing services. Under terms of the agreement, WSM will provide migration services to WHOA.com customers to relocate some or all of their applications, digital assets, and other computing workloads to WHOA.com enterprise-class, secure cloud infrastructure. The migration services include detailed evaluation and planning...
This Enterprise Strategy Group lab validation report of the NEC Express5800/R320 server with Intel® Xeon® processor presents the benefits of 99.999% uptime NEC fault-tolerant servers that lower overall virtualized server total cost of ownership. This report also includes survey data on the significant costs associated with system outages impacting enterprise and web applications. Click Here to Download Report Now!
IBM’s Blue Box Cloud, powered by OpenStack, is now available in any of IBM’s globally integrated cloud data centers running SoftLayer infrastructure. Less than 90 days after its acquisition of Blue Box, IBM has integrated its Blue Box Cloud Dedicated private-cloud-as-a-service into its broader portfolio of OpenStack® based solutions. The announcement, made today at the OpenStack Silicon Valley event, further highlights IBM’s continued support to deliver OpenStack solutions across all cloud depl...
SYS-CON Events announced today that Pythian, a global IT services company specializing in helping companies leverage disruptive technologies to optimize revenue-generating systems, has been named “Bronze Sponsor” of SYS-CON's 17th Cloud Expo, which will take place on November 3–5, 2015, at the Santa Clara Convention Center in Santa Clara, CA. Founded in 1997, Pythian is a global IT services company that helps companies compete by adopting disruptive technologies such as cloud, Big Data, advance...