QIAGEN (QGEN) announces Thermo Fisher (TMO) to increase cash consideration and lower Acceptance Threshold in Offer

QIAGEN N.V. (NYSE: QGEN) announces that Thermo Fisher Scientific Inc. (NYSE: TMO) and QIAGEN have entered into an amendment to the Business Combination Agreement in connection with the ongoing public tender offer to all QIAGEN shareholders for the acquisition of all issued ordinary shares of the Company.

According to the amended agreement, Quebec B.V., the wholly-owned subsidiary of Thermo Fisher making the public tender Offer, will increase the cash consideration offered per QIAGEN share from EUR 39.00 to EUR 43.00. Furthermore, Thermo Fisher and QIAGEN have agreed to lower the minimum acceptance threshold, which is a condition to the Offer, from 75% to 66.67% and a USD 95 million expense reimbursement payable by QIAGEN to Thermo Fisher if the minimum acceptance threshold is not met.

The Managing Board and the Supervisory Board of QIAGEN consider, under the terms of and subject to the conditions of the amended Business Combination Agreement, the Offer, as amended, and further transactions related to the Offer to be in the best interest of QIAGEN and its stakeholders (including its shareholders) and have re-affirmed their unanimous support and recommendation of the Offer for acceptance to QIAGEN's shareholders.

An amendment to the Offer Document will be published by Quebec B.V. in accordance with the German Securities Acquisition and Takeover Act and Thermo Fisher and/or Quebec B.V. will file with the U.S. Securities and Exchange Commission ("SEC") an amendment to the tender offer statement on Schedule TO. As a result of the amendment to the Offer Document, the acceptance period will be extended by two weeks until August 10, 2020, 24:00 hours (midnight) CEST (18:00 hours New York local time).

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