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Qiagen Increases Offer Price for Cellestis Acquisition

By a GenomeWeb staff reporter

NEW YORK (GenomeWeb News) – Qiagen has increased the offering price for its proposed acquisition of Australian biotech firm Cellestis.

The offering price has been increased from A$3.55 (US$3.79) per share to A$3.80 per share, under the terms of an amended proposal. The transaction value for the deal has increased to US$374 million from US$355 million, Qiagen said Monday.

The acquisition will provide Qiagen with access to Cellestis' QuantiFeron technology for detecting and monitoring disease, including the commercially available QuantiFeron-TB Gold-in-Tube test for latent tuberculosis, as well as the Quantiferon-CMV test for cytomegalovirus, which is in the early stages of commercialization. The technology is considered a "pre-molecular" testing technology because it has the capability to provide diagnostic information at an earlier stage than other DNA-based molecular tests.

The new offering price represents a roughly 41 percent premium to the three-month volume-weighted average price of Cellestis' shares ending on April 1, the last trading day before the original proposal was announced.

Qiagen noted that Cellestis' board of directors has unanimously recommended that shareholders vote in favor of the deal. The board members also have said they intended to vote all of their shares, equal to approximately 27 percent of Cellestis' issued shares, in favor of the transaction.

In addition, Qiagen entered into option agreements in April with Cellestis' co-founders, Anthony Radford and James Rothel, to acquire up to 19.9 percent of the issued Cellestis shares. The option agreements now have been amended to enable Qiagen to still acquire those shares at the original price of A$3.55 per share.

Qiagen intends to fund the acquisition through existing cash reserves. The deal is expected to be "moderately dilutive" to Qiagen's full-year 2011 adjusted EPS but accredtive by US$.02-$.03 in 2012.

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