The volume of shares tendered into the offer within the acceptance period did not satisfy the minimum acceptance threshold condition, resulting in its lapse
Global medical technology firm Thermo Fisher Scientific announced that its bid to acquire molecular diagnostics company QIAGEN has lapsed.
According to the transaction settlement agents, including Deutsche Bank Aktiengesellschaft and American Stock Transfer & Trust, 107,546,187 QIAGEN shares were offered within the acceptance period at ending on 10 August 2020, representing 47.02% of its issued and outstanding shares.
The company said that the amount of shares tendered into the offer within the acceptance period did not satisfy the minimum acceptance threshold condition to the offer, resulting in its lapse.
Under the terms of the transaction agreement, Thermo Fisher has terminated the deal with QIAGEN, and QIAGEN will pay $95m in cash as expense reimbursement payment for Thermo Fisher.
Thermo Fisher Scientific chairman, president and chief executive officer Marc N Casper said: “Thermo Fisher is a disciplined acquirer with a strong track record of executing value-creating transactions. We remain extremely well-positioned to deliver on our proven growth strategy and continue to generate significant returns for our shareholders.”
Thermo Fisher initially agreed to acquire Qiagen for a total of $11.5bn
Qiagen is a Dutch molecular diagnostics firm that offers sample to insight solutions and automation solutions to isolate and process DNA, RNA and proteins from blood, tissue and other materials.
Thermo Fisher has initially signed an agreement on 2 March 2020, to acquire Qiagen at a price of €39 ($44.3) per share in cash, valued at a total of $11.5bn.
Later in July 2020, the companies have revised their acquisition agreement, with a raise in the offer price of €43 ($48.9), representing 35% premium to Qiagen’s closing price on 2 March.
The offer price was raised after some Qiagen shareholders wanted a sweetened bid, especially given that it was witnessing a strong demand for its coronavirus testing products.
The modification to the acquisition agreement also reduced the minimum acceptance threshold for the transaction from 75% to 66.67% of Qiagen’s issued and outstanding ordinary share capital by the end of the acceptance period. The acceptance period was also extended by two weeks.