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Qiagen Acquires UK's DxS in Deal Worth up to $130M

NEW YORK (GenomeWeb News) – Qiagen said today that it has acquired UK-based companion diagnostics firm DxS in a deal that could be worth as much as $130 million.

Qiagen said that the acquisition provides it with a strong leadership position in the personalized healthcare arena.

Further supporting that claim, Qiagen also disclosed that it has more than 15 collaborations with pharmaceutical companies to develop and/or market companion diagnostic products, which it believes is the deepest such portfolio in the industry.

Under the terms of the DxS acquisition, Qiagen will pay approximately $95 million in cash, plus up to an additional $35 million if specified undisclosed commercial and other milestones are met.

DxS, based in Manchester, UK, brings to Qiagen a portfolio of molecular diagnostic assays and intellectual property, and a pipeline of active or planned companion diagnostic partnerships in oncology with several pharmaceutical companies.

Earlier this month, DxS announced that it is working with Bristol-Myers Squibb and Eli Lilly subsidiary ImClone Systems to develop a companion diagnostic for Erbitux. In July, the company announced an agreement with AstraZeneca to develop a companion diagnostic for Iressa.

DxS has developed a set of molecular diagnostic assays that allow physicians to predict patients' responses to certain cancer treatments in order to make them more effective and safer, Qiagen said.

DxS' currently marketed portfolio includes several real-time PCR tests, including a test for the mutation status of the oncogene KRAS, which is indicative for successful treatment of patients with metastatic colorectal cancer using EGFR inhibitors. The product, called the TheraScreen: K-RAS Mutation Kit, has been CE-marked, and is expected to be submitted for US regulatory approval in 2010.

Qiagen also said that DxS has three molecular diagnostic tests in the "near-term pipeline" and additional assays in a longer-term pipeline.

All of DxS' assays are suitable for use with Qiagen's existing suite of instruments, including QIAsymphony and Rotor-Gene Q, the company said.

"The acquisition of DxS is strategically a highly important transaction for Qiagen," Peer Schatz, Qiagen's CEO, said in a statement. "This transaction is a key element of our strategy to lead in molecular diagnostic-based prevention, profiling, and personalized healthcare."

Qiagen said that it intends to establish a Center of Excellence in Pharma Partnering at DxS' Manchester headquarters, and that it expects the location to grow in size.

Under the terms of the acquisition, Qiagen has acquired the entire outstanding share capital in DxS, and expects to incur one-time charges of approximately $.02 in earnings per share in the third quarter of 2009 in connection with the acquisition.

Qiagen also filed on Tuesday for a placement of up to 27.5 million newly issued shares of common stock to help fund the acquisition of DxS, as well as for potential future acquisitions and to strengthen its balance sheet.

Qiagen said that it expects the acquisition to contribute approximately $6 million in sales for the rest of 2009 and approximately $30 million in sales in 2010.

Qiagen's full-year 2008 revenues were $893 million.

The acquisition is expected to be neutral to EPS in the remainder of 2009; dilutive by $.02 in 2010; and accretive beyond 2010, Qiagen said.