Marseille QIAGEN SA
Availability of the draft memorandum of Information QIAGEN Marseille in response to the tender offer initiated by QIAGEN NV
Marseilles, March 12, 2015 – QIAGEN Marseille (Alternext – FR0010626028 – ALIPS) filed March 11, 2015 the draft note in response to the simplified tender offer by QIAGEN NV (“ QIAGEN “) on shares of QIAGEN Marseille at a price of 14.90 euros per share (the “ Offer “). The Offer will be optionally followed by a squeeze.
The Offer is in the context of the reorganization of QIAGEN Marseille activities that will submitted to the general meeting of shareholders on March 16, 2015. This reorganization follows the offer of partial recovery of the assets of the company received December 7, 2014 to HalioDxInvest, a company incorporated by the management team of the Company , namely Messrs Vincent Fert and Stéphane Debono Ladies and Corinne Danan, Helene Peyro-Saint-Paul and Fabienne Hermitte. Under this reorganization, the principle of which was approved by the Board of Directors of QIAGEN Marseille 6 February 2015 (press release dated February 9, 2015), the latter will bring HalioDx, a subsidiary of HalioDxInvest, all assets and liabilities attached to its operational activities, with the exception of its intellectual property portfolio, its debt research tax credit and cash. This contribution would be followed by a subsequent disposal of HalioDxInvest HalioDx shares received by QIAGEN Marseille in consideration for the contribution.
Pursuant to Article 261- 3 of the General Regulation of the AMF (the “ AMF “) Sorgem Evaluation, represented by Maurice Nussenbaum submitted its report, acting independent expert on the financial terms and conditions of the Offer followed, if necessary, by a squeeze. The report of the independent expert, dated March 6, 2015, is reproduced in the draft reply document prepared by QIAGEN Marseille and concludes that “ Our work show that the price is 14.90 euros per share higher than the values before and after the transfer, to emerge from the multi-criteria approach implementation. (.) In these circumstances, we consider that the price of 14.90 euros offered under the Offer is fair. (.) The price of 14.90 euros is fair to the minority shareholders in the case of a squeeze . “
Pursuant to Article 231-19 of the AMF General Regulation, Member of the Company’s Board of Directors met on March 9, 2015 to discuss the draft offer document. Taking into account (i) the terms of the Offer, (ii) the evaluation issues documented by the draft offer QIAGEN NV and (iii) the report of the independent expert, the Board of Directors , after deliberation, considered unanimously that the Offer is in the interests of the Company and its shareholders. The Offer including grants to minority shareholders immediate liquidity and an exit route at a fair price, given the significant change in the operational and financial profile of the company resulting from the Takeover Offer. Accordingly, the Board of Directors decided unanimously voting members to approve the Offer described in the draft offer QIAGEN NV, and recommend to the shareholders of the Company who wish to tender their shares to the Offer.
Prior to the opening of the Offer, the AMF and Euronext Paris will respectively publish a notice of initiation and schedule and a notice announcing the terms of the Offer and the timing of the operation. The Offer will be open for a period of 20 trading days with the stipulation that the closing date will be decided by the AMF in accordance with its general regulations.
The draft reply document prepared by QIAGEN Marseille is available on the AMF website (www.amf- france.org) on the website of QIAGEN Marseille (www.qiagenmarseille.com) and is available free of charge from public office of QIAGEN Marseille Luminy Biotech Enterprise Case 923 13288 163 Avenue de Luminy, Marseille Cedex 09, France.
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ABOUT QIAGEN MARSEILLE
Qiagen Marseille develops molecular diagnostic tests designed to map diseases and guide the decision of clinicians and their patients throughout their treatment course.
Today, more 60 reference products are routinely used in the world for the diagnosis, prognosis and monitoring of thousands of patients with leukemia. Qiagen Marseille is also engaged in the development of diagnostic tools for other types of cancer, with the aim of providing currently inaccessible information to help and contribute to the emergence of a new personalized medicine.
Founded as Ipsogen in 1999, Qiagen Marseille in July 2011 became a subsidiary of Qiagen Group, the leading global provider of sample and analysis technologies.
Becoming Qiagen Marseille on 1 January 2013, the company based in Marseille employs 74 people at December 31, 2014.
For more information, please visit www.qiagenmarseille.com .:
http://www.qiagenmarseille.com/
Contacts: Qiagen Marseille
Tel: + 33 (0) 4 91 29 30 90
vincent.fert@qiagen.com
mailto: vincent.fert@qiagen.com
ABOUT QIAGEN NV
Marielle Bricman, ATCG Press Tel: + 33 (0) 6 26 94 18 53
mb @ ATCG -partners.com
mailto: mb@atcg-partners.com
QIAGEN NV, a Dutch company, is the leading global provider of technologies sampling and analysis. Sample technologies are used to isolate and treat the DNA, RNA and proteins from biological samples such as blood or tissue. Assay technologies are used to make these isolated biomolecules visible. QIAGEN has developed and markets more than 500 sample and product testing as well as automated solutions for such consumables. The company provides its products to molecular diagnostics laboratories, academic researchers, pharmaceutical and biotechnology companies as well as for applications for purposes such as forensics, animal or food testing and for the control of pharmaceutical processes. QIAGEN’s assay technologies include one of the broadest panels of molecular diagnostic tests available groups worldwide. This panel includes the digene HPV Test which is considered a “gold standard” in testing for high-risk types of human papillomavirus (HPV), the primary cause of cervical cancer and a wide range of solutions for testing and diagnostics of infectious diseases in personalized medicine. QIAGEN employs nearly 4,200 people spread over 35 locations worldwide. For more information about QIAGEN, please click on www.qiagen.com .:
http://www.qiagen.com/
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Provision of draft offer
http://hugin.info/156032/R/1902931/676723.PDF
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This announcement is distributed by NASDAQ OMX Corporate Solutions on behalf facility of NASDAQ OMX Corporate Solutions clients.
The issuer of this announcement warrants That They Are Solely responsible for the content, accuracy and originality of the information Contained Therein
. Source: Marseille QIAGEN SA via GlobeNewswire
HUG # 1902931
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