QIAGEN Acquires Corbett Life Science
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Corporate news announcement processed and transmitted by Hugin ASA.
The issuer is solely responsible for the content of this
announcement.
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Transaction Adds Proprietary Real-Time PCR Detection Technologies to
QIAGEN's Portfolio of Molecular Testing Solutions
VENLO, The Netherlands, July 1, 2008 - QIAGEN N.V. (NASDAQ: QGEN;
Frankfurt, Prime Standard: QIA) today announced that it has acquired
Corbett Life Science Pty. Ltd. (Corbett), a privately-held developer,
manufacturer, and distributor of life sciences instrumentation
headquartered in Sydney, Australia. The transaction is valued at
approximately US$66 million in cash (subject to certain customary
purchase price adjustments), US$4 million in restricted QIAGEN common
stock and performance and development milestone payments and other
contingencies of up to approximately US$65 million over the next four
years.
Corbett is best known for having developed the world's first rotary
real-time PCR cycler system - the Rotor-Gene(TM) - a system used to
detect real-timepolymerase chain reaction (PCR) reactions which make
specific sequences of DNA and RNA targets visible through
amplification and quantifiable through real-time measurement of such
amplification. The addition of this proprietary PCR detection
technology extends QIAGEN's molecular testing solution portfolio and
enhances QIAGEN's options to offer sample and assay technology
solutions spanning from sample to result.
"We are pleased to offer our customers the choice of a superior
platform of technologies for the entire workflow process - from
sample to result," said Peer Schatz, Chief Executive Officer of
QIAGEN. "Corbett technologies are excellent complements to our
portfolio of current and future molecular testing solutions,
including our modular processing platform QIAsymphony. We expect this
transaction to contribute significantly to our leading positions in
molecular diagnostics, applied testing, pharmaceutical and clinical
research as well as academic research."
Molecular testing is performed in three steps: 1) sample preparation,
2) assay setup and 3) detection. QIAGEN has leading positions in the
first two steps and for the third step, detection, has historically
designed its leading portfolio of PCR-tests and technologies for use
on systems from various vendors, including Corbett's Rotor-Gene
cycler systems. As such, QIAGEN's instruments, consumables, and a
number of regulated tests are already optimized for use with Corbett
instruments. Although QIAGEN will continue its open platform strategy
to offer tests for use on third-party detection systems, it will
significantly increase the focus of new developments of its regulated
tests, platforms, and testing technologies for use with the
Rotor-Gene and successor systems which are currently in development.
Corbett has built a leading position in instrumentation used to
perform PCR analyses. Its primary product families are the Rotor-Gene
real-time PCR cycler and the CAS benchtop robots.
Unlike other PCR cyclers, the Rotor-Gene uses a unique centrifugal
rotary design and is ideal for even the most demanding requirements
of real-time thermo-optical analyses. It has a broad optical range,
with six channels spanning UV to infra-red wavelengths, proven
near-perfect well-to-well thermal and optical uniformity and a fast
data acquisition rate, all features which are essential for
applications from standard to very advanced. The CAS benchtop robots
are designed to prepare molecular tests (assay setup) and are an
excellent fit with QIAGEN products such as the QIAcube and the
Biorobot EZ1.
"The fit with QIAGEN is tremendous and will be very beneficial for
customers of both companies," John Corbett Junior said. "We have a
long-standing relationship with QIAGEN and QIAGEN already has more
than 30 molecular diagnostic assays optimized for the Corbett
Rotor-Gene PCR cycler.* Many of our customers are QIAGEN customers as
well. In addition, QIAGEN's technology leadership in molecular sample
and assay technologies, its global reach and extensive marketing,
combined with strong relationships with researchers and leading
laboratories around the world bring exciting opportunities for
Corbett."
Under the terms of the agreement, QIAGEN has acquired the entire
outstanding stock of Corbett for the consideration described above.
This consideration includes the purchase of 82.5% of the outstanding
stock of Corbett as well as the exercise of an exclusive purchase
option for the remaining 17.5% of the outstanding stock of Corbett.
QIAGEN expects to incur one-time charges of approximately US$0.02 in
EPS in the third quarter 2008 in connection with this acquisition.
These charges primarily relate to in-process research and development
and the write-off of certain assets. In addition, based on
preliminary analyses and following the streamlining of Corbett's
product portfolio, QIAGEN expects this transaction to contribute
approximately US$14 million in sales in the second half of 2008 and
approximately US$40 million in sales for the full year of 2009. 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 dilutive by
approximately US$0.02 to EPS in the second half of 2008 and to be
neutral in 2009. Beyond 2009, it is expected that the acquisition
will contribute significant accretion to net income.
Financial highlights of the acquisition:
* QIAGEN acquires the entire outstanding stock of Corbett for
US$66 million in cash (subject to certain customary purchase price
adjustments), US$4 million in restricted QIAGEN common stock and up
to approximately US$65 million in milestone payments and other
contingencies over the next four years.
* Expected to add revenues of approximately US$14 million in
the second half of 2008 and approximately US$40 million in sales
for the full year of 2009.
* Expected one-time charges of approximately US$0.02 in EPS
in the third quarter 2008.
* Expected to be dilutive by approximately US$0.02 to
adjusted EPS in 2008 and neutral in 2009, accretive thereafter.
* No material change to QIAGEN's expected margins in 2009 and
thereafter.
Corbett Life Science founders John Corbett Senior and John Corbett
Junior will both assume advisory roles at QIAGEN.
* Subject to regulatory approvals, certain QIAGEN molecular
diagnostic test kits are not available for clinical diagnostic use in
the United States and other countries.
About QIAGEN
QIAGEN N.V., a Netherlands holding company, is the leading 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 biomolecules visible. QIAGEN has developed and markets more
than 500 consumable 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 what is considered to be
the broadest panel of molecular diagnostic tests available worldwide.
This panel includes the only FDA-approved test for human
papillomavirus (HPV), the primary cause of cervical cancer. QIAGEN
employs more than 2,700 people in more than 30 locations worldwide.
Further information about QIAGEN can be found at www.qiagen.com.
About Corbett Life Science
Corbett Life Science is the parent company of a group of
biotechnology companies that design, manufacture and internationally
distribute instrumentation systems for the life sciences. The company
is headquartered in Sydney and employs a staff of approximately 130
in four locations on three continents, most of them in Australia.
Since 1988, Corbett has earned a reputation for innovative,
versatile, robust, and easy-to-use products that generate strong
customer loyalty. The company is most recognized for developing the
world's first rotary real-time DNA amplification system-the
Rotor-Gene(TM). The Rotor-Gene is the most thermally and optically
precise real-time analyzer available. It also features high-speed
data capture and the broadest optical range of any real-time
instrument and now High Resolution Melt (HRM) capability. The
renowned Rotor-Gene software now supports the widest application set.
For more information, visit www.corbettlifescience.com.
SAFE HARBOR STATEMENT
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. To the
extent that any of the statements contained herein relating to
QIAGEN's products, markets, strategy or operating results are
forward-looking, such statements are based on current expectations
that involve a number of uncertainties and risks. Such uncertainties
and risks include, but are not limited to, risks associated with
management of growth and international operations (including the
effects of currency fluctuations and risks of dependency on
logistics), variability of operating results, the commercial
development of the applied testing markets, clinical research markets
and proteomics markets, nucleic acid-based molecular diagnostics
market, and genetic vaccination and gene therapy markets,
competition, rapid or unexpected changes in technologies,
fluctuations in demand for QIAGEN's, products (including fluctuations
due to the level and timing of customers' funding, budgets, and other
factors), our ability to obtain regulatory approval of our infectious
disease panels, difficulties in successfully adapting QIAGEN's
products to integrated solutions and producing such products, the
ability of QIAGEN to identify and develop new products and to
differentiate its products from competitors' products, market
acceptance of QIAGEN's new products and the integration of acquired
technologies and businesses. For further information, refer to the
discussions in reports that QIAGEN has filed with, or furnished to,
the U.S. Securities and Exchange Commission (SEC).
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Qiagen N.V.
Spoorstraat 50 KJ Venlo Netherlands
WKN: 901626; ISIN:
NL0000240000; Index: HDAX, MIDCAP, Prime All Share, TECH All Share,
TecDAX;
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Freiverkehr in Börse Düsseldorf, Freiverkehr in Hanseatische
Wertpapierbörse zu Hamburg,
Freiverkehr in Niedersächsische Börse zu Hannover, Freiverkehr in
Bayerische Börse München,
Freiverkehr in Börse Stuttgart;