QIAGEN Makes Proposal to Fully Acquire Ipsogen, Further Expanding Leadership in Oncology Molecular Diagnostics
By Qiagen N.v., PRNETuesday, June 14, 2011
VENLO, the Netherlands, June 15, 2011 -
- QIAGEN in exclusive negotiations
to purchase 47% initial
stake in Ipsogen S.A.and
then fully acquire a global leader
in hematologic (blood) cancer molecular
diagnostics - Ipsogen has a competitive portfolio
in blood cancer testing with assays
covering 15 biomarkers-including BCR-ABL and
JAK2 -for patient profiling and
monitoring - Many of Ipsogen‘s assays have
significant potential as companion diagnostics to
help select and guide treatment decisions in
personalized healthcare - Addition of Ipsogen would
strengthen QIAGEN‘s leadership in
molecular diagnostics, significantly expanding
its profiling and personalized
healthcare portfolios
QIAGEN N.V. (NASDAQ: QGEN; Frankfurt, Prime Standard: QIA) has
made an offer and entered into exclusive negotiations to purchase a
47% initial stake in Ipsogen S.A. (Alternext: ALIPS) and
subsequently make a public offer to fully acquire a global leader
in molecular profiling and personalized healthcare diagnostics for
a broad range of hematological (blood) cancers.
The acquisition of Ipsogen, a publicly listed company founded in
1999 and based in Marseilles, France, would provide QIAGEN access
to a broad range of assays covering 15 biomarkers used worldwide
for the diagnosis, prognosis and monitoring of patients with
various blood cancers. Many of these assays also are used as
companion diagnostics in personalized healthcare to make and guide
treatment decisions.
Almost all of Ipsogen’s assays have CE-IVD Marking in Europe and
can be used on QIAGEN’s Rotor-Gene Q real-time PCR system, which
will enable the smooth and rapid transfer of these unique products
onto QIAGEN’s QIAsymphony RGQ, a novel integrated sample-to-result
laboratory automation platform that includes the Rotor-Gene Q
system.
“The acquisition of Ipsogen would further expand our global
leadership in molecular assays for profiling and personalized
healthcare,” said Peer Schatz, Chief Executive Officer of QIAGEN
N.V. “Ipsogen’s molecular cancer profiling and personalized
healthcare assays are clearly setting standards for the diagnosis
and monitoring of many types of blood cancers as well as the
selection and guidance of therapies. This portfolio would further
increase our leading position in profiling assays, as well as in
companion diagnostics for personalized healthcare, helping to
improve the treatment of many diseases and addressing unmet medical
needs.”
QIAGEN’s leadership in companion diagnostics for personalized
healthcare is driven by more than 20 molecular diagnostic assays
available in select regions of the world as well as more than 15
projects under way with pharmaceutical companies.
Ipsogen, which has approximately 70 employees at sites in France
and the United States, reported 24% net sales growth in 2010 to
€8.4 million (approximately $11 million) from a group of more than
400 active customers around the world. More than 40% of net sales
were reinvested during 2010 into R&D activities.
All three managing cofounders - Vincent Fert (Chief Executive
Officer), Stéphane Debono (Chief Operating Officer) and Fabienne
Hermitte (R&D and Regulatory Affairs Senior Director) - are
expected to stay with QIAGEN following the acquisition and
contribute to the combined future mission.
“Ipsogen has created a portfolio of molecular assays that are
advancing treatment standards for patients with blood cancers, and
we are now moving forward in creating new products to support women
with breast cancer,” said Vincent Fert, Chief Executive Officer of
Ipsogen S.A. “As part of QIAGEN, we believe our efforts would be
accelerated and benefit from an industry-leading company and could
offer even greater options to patients and healthcare providers
around the world.”
Ipsogenprovides significant expertise in
molecular diagnostics for blood cancers
Ipsogen is a pioneer in developing and marketing a range of
cancer profiling and personalized healthcare diagnostics that help
map diseases and guide the decisions of physicians and patients in
the area of blood cancers. These advanced diagnostics provide
significant benefits, particularly to patients by improving
standards of care as well as to healthcare payors by optimizing
overall treatment costs. These tests also provide advantages to
physicians by enabling them to personalize therapeutic strategies,
while pharmaceutical companies can optimize development of new
medicines to target patients most likely to benefit.
Ipsogen’s tests are based on the same PCR quantitative
technology (polymerase chain reaction) used by QIAGEN in many of
its own assays. PCR technology allows for the detection and
measurement of molecular abnormalities in cancerous cells in a very
precise and highly sensitive way.
The approximately 80 tests offered by Ipsogen are divided into
four assay families, with products designed for specific needs in
terms of diagnosis, prognosis and monitoring:
- BCR-ABL (Chronic Myeloid Leukemia)
- JAK2 V617F (various myeloproliferative diseases)
- PML-RARA (Promyelocytic Leukemia)
- A group of several products for use with a range of rare forms
of leukemia
Ipsogen’s tests are currently being used as a qualitative assay
to diagnose various myeloproliferative diseases, a group of
conditions that cause blood cells to grow abnormally in the bone
marrow. These tests also are increasingly used as a quantitative
technology in monitoring therapy.
The top-selling group involves molecular assays for the
diagnosis and monitoring of mutations of the JAK2 (Janus kinase 2)
gene, which is associated with various blood cancers and is
targeted by many biotechnology compounds in pharmaceutical R&D.
Ipsogen has a competitive advantage based on its exclusive
worldwide license for a key mutation of the JAK2 gene, which it
obtained in 2006. It has been strengthening intellectual property
protection for this key biomarker while building up a group of more
than 20 licensed partners around the world. In 2010, for example,
the U.S. Patent and Trademark Office granted additional
intellectual property claims to Ipsogen for detecting and using the
JAK2 V617F mutation for diagnostic purposes.
Ipsogen also is developing the Genomic Grade test (GG), a
multigene expression test that seeks to address unmet diagnostic
needs for women with early invasive hormone-receptor positive
breast cancer.
Upon completion of the offer, Ipsogen’s Marseilles site is
planned to become a global center of excellence within QIAGEN
focused on leukemia and breast cancer, and will also become a
center for the development and manufacturing of other molecular
tests.
Transaction summary
QIAGEN and a group of Ipsogen shareholders have entered into
exclusive negotiations for QIAGEN to purchase approximately 47% of
Ipsogen’s outstanding shares currently held or controlled by
company cofounders and members of the Board of Directors on the
basis of QIAGEN’s offer at €12.90 per share.
In addition, after the signing of the definitive purchase
agreement and consummation of the purchase, QIAGEN would launch a
process to acquire all remaining shares for €12.90 per share. This
offer would represent a 71.3% premium to Ipsogen’s share price of
€7.53 on June 13, 2011, the last trading day before this
announcement. The total value to fully acquire Ipsogen is valued at
approximately €70 million (fully diluted). Based on a currency
exchange rate of €1.00 = $1.44 (market rate as of June 14, 2011),
the transaction is valued at approximately $101 million (or
approximately six times Ipsogen’s anticipated full-year 2012 net
sales based on current estimates).
The Ipsogen Board of Directors has favorably welcomed this
offer, and the Board members are among the shareholders who have
agreed to this exclusivity. The workers’ council of Ipsogen is
being consulted on the QIAGEN offer for its opinion.
QIAGEN would fund this acquisition from existing cash. The
purchase and subsequent public offer are expected to be completed
by the end of the third quarter of 2011. On an adjusted basis,
which excludes one-time charges and integration costs, and
amortization of acquisition-related intangible assets, the
transaction would be expected to be slightly dilutive to adjusted
EPS in 2012, but accretive to adjusted EPS beginning in 2013.
Rothschild and Kempen & Co. are acting as financial advisors
and Darrois Villey Maillot Brochier is acting as legal advisor to
QIAGEN in relation to this offer.
About Ipsogen
Ipsogen, cancer profiler, develops and markets molecular
diagnostic tests that help to map diseases and guide patients and
oncologists’ decisions along their therapeutic path.
With more than 80 tests already used routinely worldwide for the
diagnosis, prognosis and follow up of thousands of patients with
leukemia, Ipsogen is now targeting breast cancer with the aim of
providing currently inaccessible diagnostic information.
Strengthened by its scientific, clinical and technological
partnerships, and by its multidisciplinary team in France and the
USA, Ipsogen intends to become a world leader in the molecular
profiling of cancers, and to continue the development and promotion
of best-in-class diagnostic references that have a significant
impact on patients, medical professionals and society. The company
is headquartered in Marseilles, France, and has a subsidiary in the
US. For further information, visit
About QIAGEN
QIAGEN N.V., a Netherlands holding company, is the
leading global provider of sample and assay technologies.
Sample technologies are used to isolate and process DNA, RNA
and proteins from biological samples such as blood or
tissue. Assay technologies are used to make such isolated
bio-molecules visible. QIAGEN has developed and markets more than
500 sample and assay products as well as automated solutions for
such consumables. The company provides its products to
molecular diagnostics laboratories, academic researchers,
pharmaceutical and biotechnology companies, and applied
testing customers for purposes such as forensics, animal
or food testing and pharmaceutical process control. QIAGEN’s
assay technologies include one of the broadest panels of molecular
diagnostic tests available worldwide. This panel includes the
digene HPV Test, which is regarded as a “gold standard” in testing
for high-risk types of human papillomavirus (HPV), the primary
cause of cervical cancer, as well as a broad suite of solutions for
infectious disease testing and companion diagnostics. QIAGEN
employs nearly 3,600 people in over 30 locations worldwide. Further
information about QIAGEN can be found at
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 Ipsogen 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 Ipsogen,
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.
Contacts:
Investor Relations
John Gilardi
+49-2103-2911711
Dr. Solveigh Mähler
+49-2103-29-11710
Albert F. Fleury
+1-301-944-7028
e-mail: ir@qiagen.com
Public Relations
Dr. Thomas
+49-2103-29-11826
Theuringer
e-mail:
pr@qiagen.com +1-240-686-7425
.
Tags: June 15, Netherlands, Qiagen N.v., The Netherlands, Venlo
