QIAGEN Shareholders Approve All Agenda Items Related to Acquisition by Thermo Fisher Scientific at Annual General Meeting
QIAGEN N.V. (NYSE: QGEN; Frankfurt Prime Standard: QIA) announced that its shareholders today approved all agenda items at the Company’s Annual General Meeting related to the proposed voluntary public takeover offer for the acquisition of all ordinary shares in QIAGEN by Quebec B.V., a wholly-owned subsidiary of Thermo Fisher Scientific Inc. (NYSE: TMO) for EUR 39 per share in cash (the “Offer”).
These agenda items included the Back-End Resolution allowing Thermo Fisher to execute certain post offer measures to acquire 100% of the shares in QIAGEN N.V. or the entirety of its assets and operations, which is one of the conditions of the recommended Offer. The shareholders further approved the conditional (re)appointment of seven Supervisory Directors, effective from the Offer settlement date, and conditional amendments to QIAGEN’s Articles of Association.
A total of 62% of the issued share capital of QIAGEN were represented based on 228,467,464 shares entitled to vote at the meeting (excluding 2,361,798.33 shares held in treasury by QIAGEN and 46.34 fractional shares). As previously disclosed, due to the COVID-19 pandemic, this year’s Annual General Meeting was held as a virtual event in line with Dutch legislation.
QIAGEN’s Supervisory Board and Managing Board explained their views at the Annual General Meeting on the Offer and their unanimous recommendation for QIAGEN's shareholders to accept the Offer. QIAGEN executives stated at the meeting that the Boards continue to unanimously recommend the Offer and remain fully aware of their fiduciary duties toward QIAGEN and all of its stakeholders, including its shareholders.
As previously announced, QIAGEN intends to provide in the first half of July 2020 an overview of preliminary results for the second quarter and first half of 2020, along with perspectives on anticipated business trends for the third quarter of 2020. In addition, QIAGEN intends to update in the first half of July previously communicated expectations for growth trends for the full year and share incremental perspectives on the potential impact of the coronavirus pandemic on QIAGEN’s business. The release of full second quarter 2020 results remains planned for August 4, 2020.