NEW YORK – Thermo Fisher Scientific and Qiagen said today that they have amended the terms of their acquisition agreement, raising the offer price for Qiagen's stock to €43 ($49) per share to "reflect the fair value of the business."
Under the original agreement, announced March 3, Thermo Fisher was going to pay €39 per Qiagen share, a 23 percent premium over the closing price of Qiagen's common stock on March 2. The amendment raises the premium to 35 percent.
In addition, it reduces the minimum acceptance threshold of Qiagen's issued and outstanding share capital at the end of the acceptance period from 75 percent to 66.67 percent. It also provides for a $95 million expense reimbursement to Thermo Fisher if the minimum acceptance threshold is not met.
Qiagen's supervisory and managing boards have reaffirmed their unanimous support for the offer and their recommendation that all Qiagen shareholders accept and tender all their shares by the end of the acceptance period, which has been extended to Aug. 10. All members of the two boards have already tendered or will tender their own Qiagen shares in the offer.
"Industry dynamics have changed considerably in the past few months, creating tailwinds and headwinds for our businesses," Marc Casper, Thermo Fisher's chairman, president, and CEO, said in a statement. "Both of our companies are playing important roles in helping customers to battle the COVID-19 pandemic. After careful consideration, we've decided to increase our offer for Qiagen to reflect the fair value of the business given the current environment."
He said Thermo Fisher still expects the deal to be completed in the first half of 2021.
"After carefully considering the updated offer by Thermo Fisher, Qiagen's supervisory board and managing board both unanimously recommend that shareholders accept this offer given that it reflects the improvements in our business performance and future prospects as a result of the coronavirus pandemic," said Thierry Bernard, Qiagen's CEO, in a statement. "The rationale for this strategic step is stronger than ever, especially as the value of molecular testing becomes ever more evident."
Separately, Qiagen this week provided an update on previously announced preliminary financial results for the second quarter of 2020, as well as an outlook for rest-of-year growth. Updating an announcement it made on July 9, Qiagen said that preliminary Q2 net sales were $443 million, up 19 percent year over year at constant exchange rates (CER) and 16 percent as reported. Instrument sales increased 48 percent at CER to $68 million, while consumables and related revenues grew 14 percent at CER to $375 million. Qiagen also said that it expects adjusted earnings per share of $.56 in Q2, up from previous guidance of $.55 to $.56. On average, analysts are expecting EPS of $.33.
Qiagen also said that for the third quarter, it expects a net sales growth of 16 percent to 21 percent and adjusted EPS of $.52 to $.58 at CER. For full-year 2020, the company expects a net sales growth of 15 percent to 18 percent and EPS of at least $2.00 at CER. The company said its rest-of-year outlook is based on expectations for a continuation of trends from the first half of the year, including sustained elevated demand for coronavirus test products offsetting weaker year-over-year sales trends in other areas of its portfolio.