Processing Content
VENLO, Netherlands, Aug. 2 /PRNewswire-FirstCall/ -- QIAGEN N.V.(Nasdaq: QGEN; Frankfurt, Prime Standard: QIA) announced today the finalallocation of consideration in its recent exchange offer for shares ofDigene Corporation. In the exchange offer, shareholders of Digene wereoffered a choice of receiving, for each share tendered, either cash orordinary shares of QIAGEN, subject to proration so that the totalconsideration issued consists of 55% cash and 45% QIAGEN stock. On July 26,2007, QIAGEN announced the preliminary election results and reported thatthe QIAGEN stock component had been over subscribed. Because the stockconsideration was over subscribed, the elections for all QIAGEN stockconsideration are subject to the proration procedures included in themerger agreement dated June 3, 2007. -- At the close of business on July 26, 2007, the last day to submit exchange offer consideration election forms or notices of guaranteed delivery, there were 24,578,829 shares of Digene common stock outstanding. Of these outstanding shares, 23,270,298 shares, or approximately 94.6%, were tendered in the exchange offer. -- Digene shareholders who tendered Digene shares in the exchange offer and elected to receive cash consideration or did not make an election in respect of those shares, representing approximately 10.4% of the total tendered Digene shares, will receive $61.25 per share of Digene common stock so tendered. -- Digene shareholders who tendered their shares in the exchange offer and elected to receive QIAGEN stock in respect of those shares, represent approximately 89.6% of the total tendered Digene shares. These shares are subject to the proration procedures. Giving effect to the proration procedures, such shareholders will receive for 50.2% of the shares of Digene common stock so tendered approximately 3.545 QIAGEN ordinary shares (with cash in lieu of fractional shares) for each Digene share and $61.25 in cash for each of the remaining 49.8% of the Digene shares so tendered. -- In the aggregate, QIAGEN will pay as consideration in the exchange offer approximately $784 million in cash and issue approximately 37 million QIAGEN ordinary shares. About QIAGEN QIAGEN N.V., a Netherlands holding company is the leading provider ofinnovative sample and assay technologies and products. QIAGEN's productsare considered standards in areas such as pre-analytical sample preparationand assay solutions in research for life sciences, applied testing andmolecular diagnostics. QIAGEN has developed a comprehensive portfolio ofmore than 500 proprietary, consumable products and automated solutions forsample collection, nucleic acid and protein handling, separation, andpurification and open and target specific assays. The company's productsare sold to academic research markets, to leading pharmaceutical andbiotechnology companies, to applied testing customers (such as inforensics, veterinary, biodefense and industrial applications) as well asto molecular diagnostics laboratories. QIAGEN employs more than 2,000people worldwide. QIAGEN products are sold through a dedicated sales forceand a global network of distributors in more than 40 countries. In thispress release QIAGEN is using the term molecular diagnostics. The use ofthis term is in reference to certain countries, such as the United States,limited to products subject to regulatory requirements. Current QIAGENmolecular diagnostics products are 34 EU CE IVD assays, six EU CE IVDsample preparation products, one 510k PAX RNA product, nine China SFDA IVDassays and 98 general purpose reagents. Further information about QIAGENcan be found at http://www.qiagen.com. Forward-Looking Statements This communication contains certain forward-looking statements. Theseforward-looking statements are based on management's current expectationsand estimates and involve risks and uncertainties that could cause actualresults or outcomes to differ materially from those contemplated by theforward- looking statements. Factors that could cause or contribute to suchdifferences may include, but are not limited to, the risk of unanticipatedadministrative delays, risks relating to the integration of thetechnologies and businesses of QIAGEN and Digene, unanticipatedexpenditures, changing relationships with customers, suppliers andstrategic partners, conditions of the economy and other factors describedin the most recent reports on Form 20-F, Form 6-K and other periodicreports filed with or furnished to the Securities and Exchange Commissionby QIAGEN and the most recent reports on Form 10-K, Form 10-Q, Form 8-K andother periodic reports filed by Digene with the Securities and ExchangeCommission. Additional Information This announcement is neither an offer to purchase nor a solicitation ofan offer to sell shares of Digene. QIAGEN has filed a RegistrationStatement on Form F-4, as amended, with the Securities and ExchangeCommission in connection with the exchange offer and subsequent merger.Digene shareholders should read those filings, and any other filings madeby QIAGEN with the SEC in connection with the proposed Digene acquisition,as they contain important information. These SEC filings, as well asQIAGEN's other public SEC filings, can be obtained without charge at theSEC website at http://www.sec.gov and at QIAGEN's website at http://www.qiagen.com.Additional copies of the prospectus, which is a part of QIAGEN'sRegistration Statement on Form F-4, can be obtained by contacting QIAGEN'sIR department at QIAGEN Strasse 1, 40724 Hilden, Germany, or from Digene,by directing a request to Digene at 1201 Clopper Road, Gaithersburg, MD,20878. Contact Information: QIAGEN Investors: Dr. Solveigh Mahler 011-49-2103-29-11710 Media: Dr. Thomas Theuringer 011-49-2103-29-11826
