Exiqon Receives Takeover OfferCopenhagen, 2016-03-29 22:14 CEST --
Exiqon A/S (Nasdaq Copenhagen: “EXQ”) today announced that QIAGEN N.V (“QIAGEN”) has informed the Company that it will submit a voluntary conditional public takeover offer to buy the entire share capital of Exiqon A/S for DKK 18 per share of nominal DKK 1.00 (‘Offer Price’). This will be documented by an Offer Document, which QIAGEN plans to issue within four weeks of today when the Offer Document has been approved by the Danish Financial Supervisory Authority.
QIAGEN first approached Exiqon’s Board of Directors with an unsolicited conditional and non-binding indication of interest in making a potential offer earlier this year, and as a result, the parties have had a dialogue and entered into an agreement in connection with QIAGEN’s decision and announcement of making the agreed offer. Pursuant to this agreement, and subject to certain terms of conditions, the Board of Directors of Exiqon will recommend that the shareholders of Exiqon approve the offer.
The members of the Board of Directors and the Executive Management have agreed to tender their shares at the Offer Price when an offer is published. In addition, the members of the Executive Management will tender any additional shares they receive following the exercise of warrants that they currently hold (in case such warrants are not settled in cash) as such warrants will vest upon a completion of the takeover offer.
In accordance with Section 23 of the Takeover Order (bekendtgørelse om overtagelsestilbud no. 562/2014), the Board of Directors of Exiqon will prepare a statement regarding the submitted Offer. The statement will be published via Nasdaq Copenhagen no later than two weeks after the publication of the Offer Document.
Exiqon confirms its full year 2016 guidance of total revenue between DKK 180-185 million driven by around 20% growth in own sales of products and services (excluding OEM) with EBITDA of DKK 15-20 million (exclusive of share-based costs) and EBIT more than doubling. This outlook for 2016 is based on an average USD/DKK exchange rate between DKK 6.75-7.00 and does not include any significant one-time income or extraordinary costs.
Extraordinary costs related to the offer, if accepted by the shareholders, will include financial and legal advisory fees in addition to a transaction bonus to the Executive Management under a program granted by the Board of Directors in October 2015 at a total of approximately DKK 25 – 30 million. In the absence of the shareholders acceptance of the offer, extraordinary costs related to the offer will expectedly not exceed DKK 5 million.
Additional information
Erik Walldén, Chairman of the Board of Directors, Mobile: +46 70 225 2270
About Exiqon
At Exiqon, we advance the research of when and where genes are expressed. We empower scientists across the world with best-in-class products and user-friendly business solutions designed to transform workflows in our industry. Exiqon operates in two business areas: Exiqon Life Sciences is a leading provider of flexible solutions for gene expression analysis. Academia, biotech and pharmaceutical companies around the world use Exiqon’s research products to make ground-breaking discoveries. Exiqon Diagnostics collaborates with diagnostic and pharmaceutical companies to develop novel molecular diagnostic tests for early detection of diseases, which can help physicians make better treatment decisions. Exiqon is listed on Nasdaq Copenhagen. For more information about us, please visit www.exiqon.com
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