The Netherlands MELBOURNE, Australia July 11, 2011
- QIAGEN increases offer to shareholders of Cellestis Limited (CST : AU) pursuant to scheme of arrangement
- Cellestis board of directors unanimously support  A$3.80 A$3.55
- Acquisition would provide QIAGEN with exclusive access to QuantiFERON ® technology for high sensitivity, early disease detection not possible with other diagnostics
A$3.80 A$3.55 April 4, 2011
The amended proposal represents an attractive outcome for Cellestis shareholders, enabling them to realize value in cash for their shares at a premium. The resulting integration of Cellestis will also offer opportunities to create significant value for QIAGEN shareholders. Implementation of the scheme will allow a rapid and efficient integration of Cellestis’ business into the QIAGEN group without interrupting its strong growth momentum. Once the scheme is implemented, QIAGEN can begin to make investments to further expand Cellestis’ global presence and the companies’ combined product portfolio.
The increased offer represents a premium of:
- April 1, 2011
- April 1, 2011
April 4, 2011 A$1.00 US$1.04 April 1, 2011 US$374 million
July 20, 2011 August 2011
All members of the Cellestis board of directors intend to vote or cause to be voted all of their direct and indirect interests in Cellestis in favour of the Scheme (subject to the same qualifications as their recommendations), which in aggregate amount to approximately 27% of Cellestis’ issued shares.
Anthony Radford James Rothel A$3.55
April 2011 ® US$0.02-0.03
® ® USA Japan Europe USA Europe Australia Singapore Japan
Certain of the statements contained in this news release may be considered forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. These forward-looking statements, which may include, but are not limited to, statements concerning the financial condition, results of operations and businesses of QIAGEN and Cellestis and the benefits expected to result from the contemplated transaction, are based on management’s current expectations and estimates and involve risks and uncertainties that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements. Factors that could cause or contribute to such differences may include, but are not limited to, the risk that the conditions relating to the required approvals and clearances might not be satisfied in a timely manner or at all, risks relating to the integration of the technologies and businesses of QIAGEN and Cellestis, unanticipated expenditures, changing relationships with customers, suppliers and strategic partners, failure to achieve anticipated growth in sales, conditions of the economy and other factors described in QIAGEN’s most recent reports on Form 20-F, Form 6-K and other periodic reports For further information, refer to the discussions in these reports that QIAGEN has filed with, or furnished to, the U.S. Securities and Exchange Commission (SEC).
QIAGEN has included adjusted financial measures in this release to give additional insight into QIAGEN ‘ s anticipated financial performance for periods in which the corresponding measures prepared in accordance with generally accepted accounting principles cannot yet be determined.
1. The Cellestis board of directors unanimously recommends shareholders vote in favour of the Scheme in the absence of a superior proposal and subject to the Independent Expert confirming that the Scheme remains fair and reasonable and in the best interest of Cellestis shareholders.
Albert F. Fleury
SOURCE QIAGEN N.V.