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QIAGEN N.V. (Nasdaq:QGEN) (Frankfurt, Prime Standard:QIA), the world's
leading provider of sample and assay technologies for research in life
sciences, applied testing and molecular diagnostics, today announced,
that its subsidiary QIAGEN North American Holdings, Inc. has signed a
definitive merger agreement with eGene, Inc. (OTCBB:EGEI) pursuant to
which eGene would become a fully owned subsidiary of QIAGEN North
American Holdings, Inc. eGene is an early-stage company located in
Irvine, California, that has developed and is commercializing a patented
sample separation and analysis technology based on capillary
electrophoresis. The transaction has been approved by the boards of
directors of both companies and is expected to close, subject to
regulatory and stockholder approvals and customary closing conditions in
the third quarter of 2007.
eGene has developed a multi-channel sample separation and analysis
technology for nucleic acids that includes an affordable and robust
instrument, software analysis package, and a selection of consumable
cartridges specifically designed for specific high value applications in
the molecular diagnostic and research markets. The HDA-GT12™
Genetic Analyzer is a revolutionary multi-capillary system which
incorporates many capabilities into one easy to use platform,
integrating automatic sample loading, separation, and data analysis.
The HDA system significantly improves the workflow and increases the
productivity of medium to high throughput laboratories. No longer does
the lab technician have to pour and wait for slab gels to solidify or
laboriously load each nucleic acid sample into the gel individually.
With the HDA system, the technician simply loads a 96 well plate
containing the samples, sets the software specification and then walks
away while the instrument automatically loads and processes the samples.
At the end of the experiment, the technician can access a graphic
representation of the collected digital data, giving accurate
information of the DNA fragments (targeted genetic variants) with a
separation in high resolution (2-5 bp) quality.
Currently, eGene’s consumable cartridges are
available for a number of research applications, including formats
addressing the Human Leukocyte Antigen (HLA) testing market, genetic
testing including microsatellite analyses, DNA post-PCR separation and
analysis at different resolutions, and RNA integrity quality control.
eGene’s product offering is therefore highly
synergistic with QIAGEN’s sample and assay
technologies.
For example, in the market for transplantation-related (HLA) molecular
diagnostics, eGene’s consumable facilitate the
use of QIAGEN’s SSP PCR-based molecular
diagnostics for HLA. The QIAGEN SSP HLA product line is IVD CE marked
for clinical diagnostic use in the European Union and is for research
use only in the US and Canada. Customers in the HLA market prepare what
are often large numbers of conventional slab gels each month which they
load with the samples on which the QIAGEN HLA assays have been performed
to identify and match donors and recipients prior to organ
transplantation. The eGene system now offers QIAGEN’s
customers in HLA testing the opportunity to automate the tedious, manual
preparation and loading of slab gels. In addition the full-featured
software analysis and result documentation represents a significant
advantage in this diagnostic environment.
Next generation products will most likely include an expanded menu of
products targeting use in research in applied testing and molecular
diagnostics and may be combined with the Company’s
recently acquired QIAplex technology. With the QIAGEN QIAplex multiplex
test technologies a patient sample can potentially be tested against
multiple pathogens at the same time to rapidly determine the origin of
the infection. QIAplex products are currently available as research use
only products for the investigation of respiratory (ResPlex™
I; II, III), hospital-acquired, and bacterial (StaphPlex™)
infections as well as additional panels for other pathogens.
“eGene has developed a sample separation
system for nucleic acid processing that is both affordable and robust”
said Peer M. Schatz, QIAGEN’s Chief Executive
Officer. “With the eGene system, we are
adding a consumable and instrument line which provides quality control
capabilities following the use of sample technologies as well as a
readout system for our assay technologies in one platform. The
combination of novel and patented multiplex fluorescence detection
designs with solid-state light sources and micro-optical collectors
creates an advantage over conventional gel-based sample separation
technologies. The eGene system permits a new dimension of ease of use
and automation, freeing up the researcher’s
time for more important endeavors.”
“The eGene solutions leverage and seamlessly
combine with QIAGEN sample and assay technologies and create novel and
highly attractive molecular diagnostics solutions to our customers in
research in clinical research, applied testing and molecular
diagnostics" Peer M. Schatz continued. “QIAGEN
provides a comprehensive direct-sales and service channel as well as a
complete and complementary product portfolio to increase the value for
customers in these market segments."
Under the terms of the agreement, QIAGEN North American Holdings, Inc.
will offer $0.65 in cash and 0.0416 common shares of QIAGEN stock per
share of eGene stock. The aggregate purchase consideration amounts to
approximately $34.0 million (based on the average closing prices of
QIAGEN stock on the NASDAQ Global Select Market for the 20 trading days
ending on April 12, 2007). Based on preliminary analyses and assuming
the transaction closes early in the third quarter of 2007, QIAGEN
expects this transaction to contribute approximately US$2 million in
sales in the second half of 2007 and roughly US$7-$9 million in sales
for the full year of 2008. QIAGEN expects to incur one-time charges of
approximately US$0.01 in EPS at closing, expected in the third quarter
2007. These charges primarily relate to in-process research and
development and the write-off of certain assets. On an adjusted basis
excluding one-time charges, integration and restructuring costs and
amortization of acquired IP, the acquisition is expected to reduce EPS
in the second half of 2007 by approximately US$0.01 and to be neutral to
earnings in 2008. Beyond 2008, revenues for this product line are
expected to grow rapidly and contribute significant accretion to net
income as the instrument base expands rapidly and drives increasing
consumable usage.
"We are very pleased and excited to join forces with QIAGEN –
the leading provider of sample technologies, nucleic acid assays
technologies and molecular diagnostic assays. Together, the companies
can address their customers’ entire work flow
in molecular testing applications such as HLA and molecular diagnostics,
from sample to answer with solutions from a single source. Given the
leadership in molecular diagnostic technologies and sales, marketing and
operational resources, we believe the combined companies can expand and
accelerate the availability of our technologies into the market and into
the hands of more customers and in addition, to benefit mankind," said
Ming S. Liu, Ph.D., Chief Executive Officer of eGene.
Financial Highlights of the Transaction:
Merger agreement signed on April 12, 2007.
Transaction expected to close early in the third quarter of 2007.
Entered into binding voting agreement with management and key
shareholders.
Expected to add revenues of approximately US$2 million in second half
of 2007.
Expected to incur one-time charges of approximately US$0.01 in EPS at
closing, expected in the third quarter 2007.
Expected to reduce adjusted EPS in the second half of 2007 by
approximately US$0.01 and to be neutral in 2008.
No material change to QIAGEN’s expected
margins.
Early-stage company rapidly commercializing its technology.
Additional Information:
QIAGEN intends to file a registration statement on Form F-4 containing a
joint proxy statement/prospectus in connection with the transaction. The
proxy statement/prospectus will be mailed to the stockholders of eGene
to consider and vote upon the proposed merger. Investors and security
holders are urged to read the proxy statement/prospectus and other
relevant materials filed with the SEC when they become available because
they will contain important information about the transaction and other
related matters. Investors and security holders may obtain free
copies of these documents (when they become available) and other
documents filed with the SEC at the SEC’s web
site at www.sec.gov. In addition,
investors and security holders may obtain free copies of the documents
filed with the SEC by eGene Investor Relations and for free from QIAGEN
by directing a request to QIAGEN Investor Relations.
Participants in the Transaction:
QIAGEN, eGene and their respective executive officers, directors and
other members of management or employees may be deemed to be
participants in the solicitation of proxies from eGene stockholders with
respect to the transactions contemplated by the merger agreement.
Information regarding QIAGEN’s executive
officers and directors is available in QIAGEN’s
Annual Report on Form 20-F for the year ended December 31, 2006, which
has been filed with the SEC. Information regarding eGene’s
officers and directors is available in eGene’s
Annual Report on Form 10-KSB for the year ended December 31, 2006 which
will be filed with the SEC shortly. You can obtain free copies of these
documents from QIAGEN and eGene, respectively, using the contact
information above. Additional information regarding interests of such
participants will be included in the registration statement containing
the proxy statement/prospectus that will be filed with the SEC and
available free of charge as indicated above.
In addition, in connection with the execution of the merger agreement,
Ming S. Liu, Ph.D. eGene’s Chief Executive
Officer, Varoujan Amirkhanian, eGene’s
Executive Vice President and Director, and Peter Sheu, eGene’s
Chief Financial officer, have entered into letter agreements with QIAGEN
setting forth the terms under which these individuals will continue
their employment with QIAGEN following the transaction. Additional
information regarding these arrangements and the interests of such
participants will be included in the registration statement containing
the proxy statement/prospectus that will be filed with the SEC and
available free of charge as indicated above. Directors and officers of
eGene have agreed to vote their shares in favor of the transaction.
About QIAGEN:
QIAGEN N.V., a Netherlands holding company, is the worldwide leading
provider of sample and assay technologies for research in life sciences,
applied testing and molecular diagnostics. The products are considered
standards in areas such as pre-analytical sample preparation and
molecular diagnostics solutions. QIAGEN has developed a comprehensive
portfolio of more than 500 proprietary, consumable products and
automated solutions for sample collection, nucleic acid and protein
handling, separation, and purification and open and target specific
assays. The company's products are sold to academic research markets, to
leading pharmaceutical and biotechnology companies, to applied testing
customers (such as in forensics, veterinary, bio-defense and industrial
applications) as well as to molecular diagnostics laboratories. QIAGEN
employs more than 1,950 people worldwide. QIAGEN products are sold
through a dedicated sales force and a global network of distributors in
more than 40 countries. Further information about QIAGEN can be found at www.qiagen.com.
About eGene:
eGene developed the HDA-GT12™
(High-performance DNA Analyzer) for genotyping using 12 channels. The
system analyzes the genetic fingerprints of living organisms while
performing fast DNA sample screening and high-resolution DNA fragment
analysis (2-5 bp). The System also analyzes the quality and quantity of
RNA in the gene expression market. The Company sells cartridges that are
specific to the type of analysis to be performed. All data is then
received in digital form for appropriate transmission and storage. eGene
(www.egeneinc.com) focuses on its
core technologies of capillary electrophoresis, liquid handling and
automation to develop and manufacture low-cost microfluidic,
miniaturized digital analyzer systems, software and consumables for
biological materials testing applications. These products detect,
quantify, identify and characterize biomolecules including DNA and RNA
at high rates of specificity and sensitivity while automating routine
and non-routine laboratory and industrial procedures critical to product
safety, development quality and productivity.
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. These statements are
typically preceded by words such as “believes,”
“expects,” “anticipates,”
“intends,” “will,”
“may,” “should,”
or similar expressions. To the extent that any of the statements
contained herein are forward-looking, such statements are based on
current expectations that involve a number of uncertainties and risks
that may cause actual future experience and results to differ materially
from those discussed in these forward-looking statements. Such
uncertainties and risks include, but are not limited to, the ability of
eGene to obtain stockholder approval of the transaction; the possibility
that the transaction will not close or that the closing will be delayed;
the challenges and costs of integrating the operations and personnel of
eGene; reaction of customers of eGene and QIAGEN and related risks of
maintaining pre-existing relationships of eGene and QIAGEN; the impact
of acquisitions and divestitures on the synergies of QIAGENs programs;
competitive factors, including pricing pressures; the success of
research and development activities; and other events and factors
disclosed previously and from time to time in QIAGEN’s
and eGene’s filings with the Securities and
Exchange Commission, including QIAGEN’s
Annual Report on Form 20-F for the year ended December 31, 2006 and eGene’s
Annual Report on Form 10-KSB for the year ended December 31, 2006 which
will be filed with the SEC shortly. Except for QIAGENs and eGene’s
ongoing obligations to disclose material information under the federal
securities laws, QIAGEN and eGene disclaim any obligation to update any
forward-looking statements after the date of this document.
This document is not an offer to sell shares of QIAGEN common stock
which may be issued in the proposed merger. Such QIAGEN common stock is
offered only by means of the proxy statement/prospectus referred to
herein.