|By PR Newswire||
|March 12, 2014 11:39 AM EDT||
HILDEN, Germany, March 12, 2014 /PRNewswire/ --
QIAGEN N.V. (NASDAQ: QGEN; Frankfurt Prime Standard: QIA) announced today the terms of the new senior unsecured cash settled convertible notes (the "Notes").
The size of the offering will be approximately $430 million aggregate principal amount of convertible notes due 2019 (the "2019 Notes") and $300 million aggregate principal amount of convertible notes due 2021 (the "2021 Notes"). The 2019 Notes will bear interest at an annual rate of 0.375%, and the 2021 Notes will bear interest at an annual rate of 0.875%, payable semi-annually in arrears. The initial conversion prices of the 2019 Notes and the 2021 Notes are expected to be set at a 32.5% 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 share between opening and close on the NASDAQ Global Select Market on March 12, 2014.
The final terms of the Notes and the offering size for each tranche will be determined at final pricing, expected to occur post close of trading on the NASDAQ Global Select Market on March 12, 2014.
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.
IN CONNECTION WITH THE OFFERING OF NOTES, 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. 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 COMMON SHARES WILL DEPEND IN PART ON MARKET CONDITIONS AND CANNOT BE ASCERTAINED AT THIS TIME.
Vice President Corporate Communications and Investor Relations
Email: [email protected]
SOURCE QIAGEN NV
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