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Qiagen Extends Offer to Acquire Exiqon for Second Time

NEW YORK (GenomeWeb) – Qiagen is closer to completing its DKK683 million ($104 million) acquisition of Exiqon, a provider of RNA analysis solutions, but has decided to extend for a second time the offer period for Exiqon's shares.

Qiagen announced in late March its plan to acquire Exiqon for DKK18 per share in cash. It extended the offer a couple of weeks ago to expire on June 2.

Having received around 89 percent of the share capital and voting rights in Exiqon as of yesterday, Qiagen is inching close to the 90 percent acceptance rate needed to complete the transaction. Because it has not yet cleared the acceptance hurdle, Qiagen has for the second time extended the offer period for the acquisition, which will expire at the end of the day on June 20.

On April 18, the firm had published a conditional, voluntary public tender offer for the shares in Exiqon. Qiagen offered Exiqon shareholders DKK18 in cash for each share held in the firm. One month later, Qiagen had received acceptances representing roughly 81 percent of the share capital and voting rights in the target.

"During the first extension period, additional retail shareholders … have recognized that the offer values the company appropriately and have tendered their shares," Qiagen CEO Peer Schatz said in a statement issued today. "We extend the offer one more time and trust that in the end we will reach the 90 percent acceptance rate necessary to complete the transaction."

In the event that Qiagen does not reach the 90 percent threshold, it has a backup plan. The company will hold greater than 90 percent of the shares and votes in Exiqon if members of Exiqon's management, including CEO Lars Kongsbak, convert warrants they hold to shares rather than to cash. The warrants are expected to vest immediately upon completion of the offer, and the relevant Exiqon managers have agreed that they would tender any newly issued shares to Qiagen at the offer price.

Under these circumstances, Qiagen has reserved the right to lower its 90 percent acceptance condition and complete the offer. The firm further noted that it is currently in discussions with Exiqon to come to an agreement that would entitle it to demand that the warrants be settled in shares rather than cash.