QIAGEN Signs Agreement for the Acquisition of eGene
April 13 2007 - 9:40AM
Business Wire
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.
Qiagen NV (TG:QIA)
Historical Stock Chart
From Jun 2024 to Jul 2024
Qiagen NV (TG:QIA)
Historical Stock Chart
From Jul 2023 to Jul 2024