Qiagen and Digene entered into a definitive agreement to combine the two companies to create market and technology leadership in molecular diagnostics. The boards of directors of both companies unanimously approved the transaction in which Qiagen is to acquire 100% of Digene’s stock for a combination of cash and Qiagen common stock.
This strategic transaction combines Qiagen’s portfolio of sample and assay technologies, including a broad panel of molecular diagnostic tests, with Digene’s leadership in HPV-targeted molecular diagnostic testing, creating a global leader in molecular diagnostics outside blood screening and viral-load monitoring. It is anticipated that the combined company will have over $350 million of molecular diagnostics revenues and more than $800 million in revenues overall in 2008.
Under the terms of the agreement, the transaction will be effected as an exchange offer, followed by a merger of Digene into a subsidiary of Qiagen. The acquisition consideration will consist of cash and Qiagen stock, and Digene shareholders may elect to receive for each share either $61.25 in cash or 3.545 shares of Qiagen stock, subject to proration so that the total consideration issued for Digene stock consists of 55% cash and 45% Qiagen stock.
Based on the companies’ closing stock prices on June 1, 2007, the $61.25 per share of consideration to be received by Digene shareholders represents a premium of 37% and total equity consideration of approximately $1.6 billion, which includes $170 million in cash. It is anticipated that the stock portion of the consideration will be tax-free to Digene shareholders and Qiagen shareholders will own approximately 78% of the combined company on a fully diluted basis, while Digene shareholders will own approximately 22%.