QIAGEN to Acquire SABiosciences
Transaction adds to QIAGEN's content engine for development of future
diagnostics and boosts the Company's presence in pharma discovery and
validation
VENLO, The Netherlands, November 9, 2009 - QIAGEN N.V. (NASDAQ: QGEN;
Frankfurt, Prime Standard: QIA) today announced that it has signed a
definite agreement to acquire SABiosciences Corporation, a
privately-held developer and manufacturer of disease- and
pathway-focused PCR assay panels. SABiosciences is based in
Frederick, Maryland (USA), and employs a staff of around 100. The
transaction is valued at US$90 million in cash (subject to customary
purchase price adjustments) and is expected to close in late December
2009, following approval of SABiosciences' stockholders and the
expiration of the statutory waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
SABiosciences holds a leading position in the design and
commercialization of disease- and pathway-focused real-time PCR-based
assay panels ("PCR Arrays"), which are widely utilized in biomedical
research and in the development of future drugs and diagnostics. The
company's primary product family includes more than 100 real-time PCR
assay panels designed for high-performance analysis of DNA, RNA,
epigenetic and microRNA targets in biological pathways associated
both with specific diseases such as cancer, diabetes, immune and
cardiovascular disorders, as well as with pathways such as apoptosis
(programmed cell death), signal transduction and toxicology.
Solutions focusing on the analysis of molecular interactions in
pathways - a series of actions among molecules in a cell - open up a
new dimension for gene analysis. Conventional assay products are
usually designed for the study of a single gene's expression and not
offered in complete panels covering all genes of interest associated
with a specific disease or pathway. SABiosciences, in contrast, is a
pioneer in the design of preformatted PCR assay panels and focuses on
the biology of entire pathways and interaction of all genes involved
in a specific disease. In a single experiment users can therefore
learn how gene activity in their samples correlates with the state of
a disease of their particular interest. As such, SABiosciences'
expertise and unique offering lie in the biomedical and
bioinformatics know-how required to design and format such assay
panels. Its approach allows biomedical researchers and pharmaceutical
companies to facilitate and accelerate the discovery and validation
of biomarkers.
The discovery and validation of biomarkers is also of key interest in
the development of diagnostics. By supplying disease- and
pathway-focused panels to biomedical and pharma activities in
discovery and preclinical research, QIAGEN can contribute to the
discovery and validation engines of biomedical and pharma
institutions. This can prompt collaborations around these engines to
create fast-track approvals to new diagnostic content for prevention,
profiling (as spin-offs of pharmaceutical research), and personalized
healthcare (as an integral interest of the pharmaceutical companies).
The transaction is therefore also highly synergistic with QIAGEN's
recent acquisition of DxS Ltd which has put the Company in a leading
position in the emerging field of personalized healthcare.
"SABiosciences is a leader in design and commercialization of
disease- and pathway-based PCR assay panels", said Peer Schatz, CEO
of QIAGEN. "These assay panels are designed for use with and
leveraged by QIAGEN's sample and assay technologies and can be run on
QIAGEN instruments. Subject to final closing, the transaction can
create great value for both our strategy in pharma and our strategy
in diagnostics. The addition of SABiosciences will boost our
biological content engine significantly by adding to our position as
a premium partner for the pharmaceutical industry and to the use of
this position to yield diagnostic content for prevention, profiling,
and, most significantly, personalized healthcare."
"We are very delighted with this merger", said Li Shen, President of
SABiosciences. "The combination of SABiosciences' strong content
development and bioinformatics capability with QIAGEN's leadership in
molecular biology and its global footprint allow us to take our
proven PCR Array technology to the next level. Together with QIAGEN
we can roll out this technology internationally and bundle it with
one of the industry's most reputed product portfolios, thereby
providing even more value to our customers."
SABiosciences' operations are located in the immediate vicinity of
QIAGEN's North American headquarters based in Germantown and
Gaithersburg, Maryland. This proximity is expected to contribute to a
rapid and smooth integration of SABiosciences into QIAGEN operations.
Subject to the closing of the transaction, QIAGEN intends to further
expand the segment of disease- and pathway-focused assay panels.
QIAGEN also intends to establish SABiosciences' Frederick site as a
Center of Excellence in biological content development and - due to
the high level of synergies - to further grow the location in the
near future.
Highlights of the acquisition agreement signed:
* Subject to SABiosciences' stockholder approval and the expiration
of the statutory waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.
* Consideration of US$90 million in cash (subject to customary
purchase price adjustment).
* Expected to add revenues of approximately US$24 million in sales
for 2010. The growth rate on these $24 million in revenues is
expected above QIAGEN's average growth rate.
* Expected one-time charges of approximately US$0.02 in earnings
per share (EPS) in the last quarter of 2009 which primarily
related to costs and expenses incurred in connection with the
acquisition such as advisory fees as well as the write-off of
certain assets.
* On an adjusted basis excluding one-time charges, integration and
restructuring costs, and amortization of acquisition related
intangible assets, the acquisition is expected to be neutral to
EPS in 2010 and to significantly accretive to adjusted EPS in
2011.
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
digeneHPV 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 more than
3,300 people in over 30 locations worldwide. Further information
about QIAGEN can be found at
http://www.qiagen.com/.
About SABiosciences:
SABiosciences Corporation, a privately held biotechnology company
founded in 1998, envisions a new and systematic approach to
biological research in the post-genomic era. In recognition of its
strong performance, SABiosciences has received many awards including
Inc. 5000 Fastest Growing Companies (2007 and 2008), The Scientist
Magazine's 2009 Top 30 Best Places to Work Award. For more
information about SABiosciences, visit www.SABiosciences.com
SAFE HARBOR STATEMENT
Statements contained in this release that are not historical facts
are forward-looking statements, including statements about our
products, markets, strategy and operating results. Such statements
are based on current expectations that involve risks and
uncertainties including, but not limited to, those associated with:
management of growth and international operations (including currency
fluctuations and logistics), variability of our operating results,
commercial development of our markets (including applied testing,
clinical and academic research, proteomics, women's health/HPV
testing, molecular diagnostics, personalized healthcare and companion
diagnostics), our relationships with customers, suppliers and
strategic partners, competition, changes in technology, fluctuations
in demand, regulatory requirements, identifying, developing and
producing integrated products differentiated from our competitors'
products, market acceptance of our products, and integration of
acquired technologies and businesses. For further information, refer
to our filings with the SEC, including our latest Form 20-F.
Information in this release is as of the date of the release, and we
undertake no duty to update this information unless required by law.
# # #
Contacts:
Investor Relations: Public Relations:
Dr. Solveigh Mähler Dr. Thomas Theuringer
Director Investor Relations Associate Director Public
QIAGEN N.V. Relations
+49 2103 29 11710 QIAGEN GmbH
e-mail: +49-2103-29-11826
solveigh.maehler@qiagen.com e-mail:
thomas.theuringer@qiagen.com
Albert F. Fleury
Investor Relations North America
QIAGEN N.V.
+1 301 944 7028
e-mail: albert.fleury@qiagen.com
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