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Qiagen N.V. (0H1Z)

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Tuesday 22 September, 2009

Qiagen N.V.

QIAGEN Acquires DxS Ltd - Creating Leadership i...



Corporate news announcement processed and transmitted by Hugin AS.
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announcement. 
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    In addition, QIAGEN unveils for the first time its companion
diagnostic pipeline, which the Company believes is unmatched in terms
                        of depth and profile

VENLO, The Netherlands,  September 22,  2009 -  QIAGEN N.V.  (NASDAQ:
QGEN; Frankfurt, Prime  Standard: QIA)  today announced  that it  has
acquired DxS Ltd (DxS),  a privately-held developer and  manufacturer
of companion diagnostic products headquartered in Manchester,  United
Kingdom. The transaction is valued at approximately US$ 95 million in
cash (subject to customary purchase price adjustments), plus up to an
additional  US$  35  million   if  specified  commercial  and   other
milestones are met.

With this acquisition, QIAGEN has taken a strong leadership  position
in the new era of personalized healthcare (PHC). The Company believes
it offers all  the required  elements to  help drive  and shape  this
rapidly emerging trend in healthcare.

In addition, QIAGEN  unveiled for  the first time  that the  combined
company  is  currently   active  in  over   15  collaborations   with
pharmaceutical  companies  to  market  and  /  or  develop  companion
diagnostic  products.   The   programs  span   genetic,   expression,
epigenetic and other markers. QIAGEN  believes that this pipeline  is
the  deepest  such  portfolio  in  the  pivotal  field  of  molecular
diagnostics for personalized healthcare.

Acquisition of DxS
The acquisition  of DxS  brings to  QIAGEN a  portfolio of  molecular
diagnostic assays  and  intellectual  property, as  well  as  a  deep
pipeline of active  or planned companion  diagnostic partnerships  in
oncology with many of the leading pharmaceutical companies, including
seven of  the  largest  drug  makers  in  this  field.  These  assets
complement  QIAGEN's  existing   strong  portfolio  of   personalized
healthcare  diagnostic  solutions  and  are  very  synergistic   with
QIAGEN's sample and assay technologies.

DxS has developed a  set of molecular  diagnostic assays which  allow
physicians in  oncology to  predict  patients' responses  to  certain
treatments in  order  to make  cancer  therapies more  effective  and
safer. The  currently marketed  portfolio spans  seven real-time  PCR
tests including a test for the mutation status of the oncogene K-RAS,
which is indicative  for successful treatment  of patients  suffering
from metastatic  colorectal cancer  (mCRC) with  EGFR inhibitors.  In
addition, three  assays are  in the  near-term pipeline  and  further
assays are in  the medium-term  pipeline. DxS'  portfolio of  assays,
both marketed and in its pipeline, is strongly suitable for use  with
QIAGEN's  existing   suite   of   platform   instruments,   including
QIAsymphony and Rotor-Gene Q.

DxS is one  of the  pioneers which have  brought molecular  companion
diagnostics to market. The TheraScreen: K-RAS Mutation Kit® developed
by DxS has already been CE-marked. In the United States, the test  is
expected to be submitted to the FDA for regulatory approval  (PMA) in
2010. It is estimated that in the future the market for overall K-RAS
testing could reach up to US$ 100 million. DxS' current portfolio and
near-term pipeline includes  ten unique and  proprietary assays.  The
company has accumulated a significant intellectual property portfolio
for its current and planned diagnostic content.

"The  acquisition  of  DxS   is  strategically  a  highly   important
transaction for  QIAGEN.  It  combines two  leadership  positions  to
create  a  very  powerful  leader  in  a  transformational  area   of
healthcare:  personalized  healthcare.  This  transaction  is  a  key
element  of  our  strategy  to  lead  in  molecular  diagnostic-based
prevention,  profiling  and  personalized  healthcare.  These   three
elements are expected to significantly shape and contribute to future
improvements  in  healthcare  and  have  the  potential  to   provide
significant benefits to  patients as  well as  exceptional value  for
payers, providers,  and the  pharmaceutical industry",  said Peer  M.
Schatz, CEO of QIAGEN.

"QIAGEN is the ideal partner for DxS to globally roll out our assays,
to take our partnerships to the  next level and to take a  leadership
position in companion diagnostics", said Stephen Little, founder  and
CEO of  DxS.  "Unlike  any  other company,  we  believe  that  QIAGEN
addresses the  broadest range  of  companion diagnostic  options  for
pharmaceutical  and  large  biotech  companies  -  starting  from  an
independent sales reach over broad technology, R&D and  manufacturing
capabilities  up  to  expertise  in  regulatory  affairs  and  access
creation to physicians and laboratories."

"This combination has  the potential  to create  a classical  win-win
situation for everyone involved", said Peer Schatz. "We believe  that
QIAGEN can  use  its  enhanced strategic  position  to  leverage  the
opportunities  in  personalized  healthcare:  pharma  customers   can
benefit from a  stronger, independent and  focused partner to  better
serve their  special development  needs, employees  can benefit  from
enhanced career  opportunities, physicians  can benefit  from  faster
access to better  tools for diagnosis  and treatment, and  healthcare
systems can benefit from the potential for increases in effective and
efficient treatments. But most importantly, patients who suffer  from
serious diseases, such as cancer, stand to benefit significantly from
these new trends in  personalized healthcare, which  can lead to  the
avoidance of unnecessary or even harmful treatments and therefore  to
an increase in the quality of their lives."

DxS' senior  management will  join  QIAGEN in  leading roles  in  the
Company's  rapidly  expanding  personalized  healthcare  focus  area,
facilitating rapid integration and focus on the further expansion  of
this key segment. For that purpose, QIAGEN intends to establish  DxS'
headquarters in  Manchester  as  a Center  of  Excellence  in  Pharma
Partnering. Given the high level of synergies, QIAGEN expects to grow
the Manchester location.

Transaction Highlights

  * QIAGEN believes it has taken a leadership position in molecular
    diagnostics for personalized healthcare, positioned to help drive
    and shape this rapidly emerging trend.
  * QIAGEN unveils for the first time the depth of its partnered
    companion diagnostics pipeline and is now active in over 15
    partnerships. This is believed to be one of the deepest such
    pipelines in the industry.
  * QIAGEN expands leadership in personalized healthcare, a key
    pillar in the Company's strategy to focus on molecular
    diagnostic-based prevention, profiling, and personalized
    healthcare.
  * QIAGEN creates a leading portfolio in companion diagnostics:

       * DxS adds seven PCR assays targeting biomarkers including
         K-RAS and EGFR29, which may be useful in identifying
         patients' response to certain cancer treatments (e.g. colon,
         lung cancer).
       * QIAGEN's existing portfolio already included
         pyrosequencing-based K-RAS, BRAF and methylation assays
         targeting biomarkers, as well as large numbers of gene
         expression and miRNA assays for discovery of future
         biomarkers and instrument platforms to automate these tests.

  * Accretion to adjusted EPS beyond the year 2010.
  * Very synergistic; minimal overlap and seamless integration
    expected. DxS' senior management will continue to assume leading
    positions in expanding QIAGEN's partnerships with pharma and
    biotech in companion diagnostics.

Financial Details
Under  the  terms  of  the  agreement,  QIAGEN  acquired  the  entire
outstanding share capital  in DxS. QIAGEN  expects to incur  one-time
charges of approximately US$ 0.02 in EPS in the third quarter 2009 in
connection with this acquisition.  These charges primarily relate  to
consulting  and  advisory  fees  incurred  in  connection  with   the
acquisition and the write-off of  certain assets. In addition,  based
on  preliminary  analyses  and  following  the  streamlining  of  the
portfolio,   QIAGEN   expects   this   transaction   to    contribute
approximately US$ 6  million in sales  in the remainder  of 2009  and
approximately US$ 30 million in sales  in 2010. 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 the remainder of 2009
and to be dilutive by US$ 0.02  in 2010. Beyond 2010, it is  expected
that the acquisition  will be  accretive to  adjusted EPS.  Jefferies
acted as exclusive financial advisors in this transaction.

About QIAGEN in Molecular Diagnostics
With a run-rate  over US$ 450  million in sales  and rapid growth  in
this  segment,  QIAGEN   believes  it  is   a  leader  in   molecular
diagnostics, excluding viral load testing and blood screening.

QIAGEN has  defined  three  segments  in  laboratory-based  molecular
diagnostics it is focusing on:

1) Prevention: This segment covers markers tested for in asymptomatic
patients for the purpose  of early disease or  risk detection and  in
regular  intervals.   These  assays   are  typically   performed   by
laboratories in high volumes. QIAGEN's portfolio in HPV testing  and,
in addition, the panel of assays in development (including tests  for
chlamydia and  gonorrhea) address  the  most attractive  and  fastest
growing segments  in Prevention.  These assays  can be  performed  on
current systems and on  QIAGEN's QIAensemble platform. This  platform
is expected to be launched in late 2010 in Europe and in mid 2012  in
the United States and is expected to set a new standard in  molecular
diagnostic screening in terms of throughput and utility.

2) Profiling: This  segment  covers tests  performed  on  symptomatic
patients to  create or  confirm a  diagnosis. The  assays are  mostly
performed at lower  throughputs, but  are often of  higher value  per
test. QIAGEN's  portfolio of  molecular diagnostic  assays (>80)  for
pathogens is considered one of the broadest in the world and is  used
to detect and profile pathogens. This segment also includes a  number
of genetic and other assays.

3) Personalized Healthcare:  QIAGEN believes  that this  is the  most
transformative area of molecular  diagnostics. These assays are  used
to guide  therapy for  pre-diagnosed symptomatic  patients. They  are
typically higher  value,  lower  volume assays.  QIAGEN  today  sells
approximately 20 assays in personalized healthcare.

In Personalized Healthcare and Profiling throughput requirements  are
lower  than  in  the  segment   of  Prevention,  but  the   bandwidth
requirements (sample types, etc.) are much higher. The random access,
continuous load QIAsymphony platform (sample to result, of which  the
first modules have been very successfully launched) was designed  for
these segments.


About QIAGEN in Personalized Healthcare
QIAGEN  believes   it  brings   a   special  value   proposition   to
pharmaceutical  companies  for   companion  diagnostics   development
projects. The Company is considered a key partner as it is:

  * The largest molecular diagnostics company based on revenues,
    technology and portfolio breadths, outside blood screening/viral
    load testing.
  * A significant supplier to pharmaceutical discovery and
    development already today.
  * Owner of a broad technology portfolio in molecular sample & assay
    technologies.
  * Independent: not owned by a pharmaceutical company.
  * A company with strong regulatory presence, sales channel strength
    and global reach.

About Companion Diagnostics and Personalized Healthcare
Companion diagnostics are expected to become a key contributor to the
transformational trend  towards  personalized  healthcare  (PHC).  In
addition to the increasing awareness  of the significant benefits  of
PHC to  key players  in healthcare  (payers, physicians,  regulators,
patients),  new  possibilities  in   molecular  diagnostics  and   in
particular very recent regulatory  and payer decisions, most  notably
around  products  where  DxS'  portfolio  plays  a  key  role,   have
accelerated the trend  towards a  more integrated  use of  diagnostic
information to guide therapy.

While  most   current   companion   diagnostics   are   "retrofitted"
diagnostics,  i.e.  diagnostics  that  were  retroactively  added  to
approved drugs to improve outcomes,  the new generation of  companion
diagnostics  is  being  developed  together  with  drugs  to  predict
responses of patient populations to  the drug treatment and  increase
its efficacy and safety. By  testing for specific genetic  variations
related to  certain biomarkers,  health professionals  can  customize
their therapies  and avoid  unnecessary  or harmful  treatments.  The
concept of personalized  healthcare plays  an increasingly  important
role in treatment decisions in clinical areas such as  cardiovascular
and neurological diseases and -  most prominently - in cancer.  There
are 28  companion  diagnostic  tests  for  valid  genomic  biomarkers
identified by the  FDA in  the context of  FDA-approved drug  labels.
According to industry reports, the market for personalized healthcare
grew annually  at 24%  over  the last  decade,  amounting to  US$  13
billion in 2008.

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  biomolecules 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 more  than
3,200 people  in over  30  locations worldwide.  Further  information
about QIAGEN can be found at 

http://www.qiagen.com/.

About DxS:
DxS  is  a  personalized   healthcare  company  providing   molecular
diagnostics to aid doctors and  drug companies in selecting safe  and
effective therapies for  patients based on  their molecular  profiles
(Companion diagnostics). Headquartered in Manchester, UK, the company
employs approximately 80 employees in two countries, most of them  in
the   UK.   More   information   about   DxS   can   be   found    at
www.DxSdiagnostics.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:


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
[email protected]              email:
                                         [email protected]
Albert F. Fleury
Director Corporate Finance and Investor
Relations North America
QIAGEN N.V.
+1 301 944 7028
e-mail: [email protected]


 
--- End of Message ---

Qiagen N.V.
Spoorstraat 50 KJ Venlo Netherlands

WKN: 901626; ISIN: 
NL0000240000; Index: HDAX, MIDCAP, Prime All Share, TECH All Share, 
TecDAX;
Listed: Prime Standard in Frankfurter Wertpapierbörse, Freiverkehr in 
Börse Berlin, 
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;




                  

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