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Thermo Fisher Scientific Terminates Qiagen Acquisition Agreement

NEW YORK – Thermo Fisher Scientific said on Thursday that its offer to acquire all ordinary shares of Qiagen has lapsed and that it has terminated the acquisition agreement with the company.

As a result, Qiagen will pay Thermo Fisher $95 million in cash as expense reimbursement, as stipulated by the terms of the acquisition agreement.

Qiagen shareholders had until the end of Monday to tender their shares, but only 107,546,187, or 47.02 percent of issued and outstanding shares, were tendered into the offer by the deadline, according to Deutsche Bank and American Stock Transfer & Trust Company, the agents for the offer, well short of the required two-thirds of shares to complete the deal.

To sweeten the deal, Thermo Fisher in July had raised its original offer of €39 ($46) per Qiagen share from March to €43 per share, but several institutional shareholders had indicated that they were not planning to participate in the offer.

In a conference call following Thermo Fisher's second quarter earnings last month, company executives had reiterated that they expected the acquisition to be completed in the first half of 2021, calling Qiagen an "excellent fit" for Thermo Fisher.

Marc Casper, chairman, president and CEO of Thermo Fisher, had said that the revised offer for Qiagen's shares "reflects the full and fair value of the business in the current environment, while generating strong returns for both sets of shareholders."

"Thermo Fisher is a disciplined acquirer with a strong track record of executing value-creating transactions," Casper said in a statement on Thursday. "We remain extremely well positioned to deliver on our proven growth strategy and continue to generate significant returns for our shareholders."

"We respect the decision of our shareholders and will now continue to execute our strategy to deliver growth and create greater value with our sample to insight portfolio that addresses growing molecular testing needs in the life sciences and molecular diagnostics," said Håkan Björklund, chairman of Qiagen's supervisory board, in a statement.

Since the onset of the coronavirus pandemic, "Qiagen's business prospects have improved significantly, as shown in our performance for the first half of 2020 and the strong outlook for the rest of this year and for 2021," said Qiagen CEO Thierry Bernard in the statement, adding that the firm will fully acquire NeuMoDx as planned. "Our employees have demonstrated resilience and deep expertise in meeting the challenges of the pandemic, and will continue to play an essential role in building Qiagen as a unique and differentiated leader in molecular testing through a commitment to execution on our goals," he said.

In a note to investors on Thursday, Cowen analyst Dough Schenkel said that "while we saw the merits of the [Thermo Fisher-Qiagen] combination, we did not believe [Qiagen] was a critical asset for [Thermo Fisher] to own given [Qiagen's] historical growth profile and product portfolio."

In morning trading on the New York Stock Exchange, Thermo Fisher's shares were down a fraction of a percent at $414.11, while Qiagen's shares were up almost 2 percent at $49.19.

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