VENLO, The Netherlands, July 23 /PRNewswire-FirstCall/ -- QIAGEN N.V.
(Nasdaq: QGEN; Frankfurt, Prime Standard: QIA) today announced that its
offer to exchange cash and stock for all outstanding shares of Digene
Corporation (Nasdaq: DIGE) expired as scheduled at 11:59 p.m., New York
City time, on Friday, July 20, 2007. All conditions of the exchange offer
have either been satisfied or waived, and QIAGEN intends to accept all
tendered shares. Preliminary tabulations indicate that the number of shares
tendered constituted well in excess of 90% of the outstanding stock.
Accordingly, QIAGEN intends to complete its acquisition of Digene by
effectuating a merger without the approval of the Digene stockholders, as
permitted under Delaware law, promptly after its acceptance of the shares.
Pro-ration calculations will be announced when completed, and payment for
the Digene shares will be made as soon as practicable.
As previously announced, QIAGEN received the vote of the necessary
percentage of its shareholders in favor of the acquisition of Digene at
QIAGEN's Extraordinary General Meeting of Shareholders held on Friday, July
20, 2007, in The Netherlands. Additionally, the antitrust waiting period
required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
expired at 11:59 pm EDT on July 16, with respect to the previously
announced merger of the two companies.
About QIAGEN
QIAGEN N.V., a Netherlands holding company is the leading provider of
innovative sample and assay technologies and products. QIAGEN's products
are considered standards in areas such as pre-analytical sample preparation
and assay solutions in research for life sciences, applied testing and
molecular diagnostics. QIAGEN has developed a comprehensive portfolio of
more than 500 proprietary, consumable products and automated solutions for
sample collection, nucleic acid and protein handling, separation, and
purification and open and target specific assays. The company's products
are sold to academic research markets, to leading pharmaceutical and
biotechnology companies, to applied testing customers (such as in
forensics, veterinary, biodefense and industrial applications) as well as
to molecular diagnostics laboratories. QIAGEN employs more than 1,900
people worldwide. QIAGEN products are sold through a dedicated sales force
and a global network of distributors in more than 40 countries. In this
press release QIAGEN is using the term molecular diagnostics. The use of
this term is in reference to certain countries, such as the United States,
limited to products subject to regulatory requirements. Current QIAGEN
molecular diagnostics products are 34 EU CE IVD assays, six EU CE IVD
sample preparation products, one 510k PAX RNA product, nine China SFDA IVD
assays and 98 general purpose reagents. Further information about QIAGEN
can be found at www.qiagen.com.
Forward-Looking Statements
This communication contains certain forward-looking statements,
including a statement concerning the month in which the parties expect to
complete the transaction. These forward-looking statements 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
minimum tender of Digene shares or regulatory clearance might not be
satisfied in a timely manner or at all, risks relating to the integration
of the technologies and businesses of QIAGEN and Digene, unanticipated
expenditures, changing relationships with customers, suppliers and
strategic partners, conditions of the economy and other factors described
in the most recent reports on Form 20-F, Form 6-K and other periodic
reports filed with or furnished to the Securities and Exchange Commission
by QIAGEN and the most recent reports on Form 10-K, Form 10-Q, Form 8-K and
other periodic reports filed by Digene with the Securities and Exchange
Commission.
Additional Information
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell shares of Digene.
QIAGEN has filed a Registration Statement on Form F-4, as amended, and
a Schedule TO, as amended, and Digene has filed a
Solicitation/Recommendation Statement on Schedule 14D-9, as amended, with
the Securities and Exchange Commission in connection with the transaction.
QIAGEN and Digene have commenced an exchange offer and mailed a Prospectus,
which is part of the Registration Statement on Form F-4, the
Solicitation/Recommendation Statement on Schedule 14D-9 and related
exchange offer materials, including a letter of election and transmittal,
to shareholders of Digene. These documents contain important information
about the transaction and should be read before any decision is made with
respect to the exchange offer. Investors and stockholders may obtain free
copies of these documents through the website maintained by the Securities
and Exchange Commission at www.sec.gov. Free copies of these documents may
also be obtained from QIAGEN, by directing a request to QIAGEN's IR
department at QIAGEN Strasse 1, 40724 Hilden, Germany, or from Digene, by
directing a request to Digene at 1201 Clopper Road, Gaithersburg, MD,
20878.
In addition to the Registration Statement on Form F-4, as amended, the
Schedule TO, as amended, Prospectus, Solicitation/Recommendation Statement
on Schedule 14D-9, as amended, and related exchange offer materials, both
QIAGEN and Digene file or furnish annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or other
information filed or furnished by QIAGEN or Digene at the Securities and
Exchange Commission's Public Reference Room at Station Place, 100 F Street,
N.E., Washington, D.C. 20549. You can request copies of these documents by
writing to the Securities and Exchange Commission and paying a fee for the
copying cost. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for more information about the operation of the Public
Reference Room. QIAGEN's and Digene's SEC filings are also available to the
public at the Securities and Exchange Commission's web site at
http://www.sec.gov, or at their web sites at www.qiagen.com or
www.digene.com.
SOURCE QIAGEN NV
VENLO, The Netherlands, July 23 /PRNewswire-FirstCall/ -- QIAGEN N.V.
(Nasdaq: QGEN; Frankfurt, Prime Standard: QIA) today announced that its
offer to exchange cash and stock for all outstanding shares of Digene
Corporation (Nasdaq: DIGE) expired as scheduled at 11:59 p.m., New York
City time, on Friday, July 20, 2007. All conditions of the exchange offer
have either been satisfied or waived, and QIAGEN intends to accept all
tendered shares. Preliminary tabulations indicate that the number of shares
tendered constituted well in excess of 90% of the outstanding stock.
Accordingly, QIAGEN intends to complete its acquisition of Digene by
effectuating a merger without the approval of the Digene stockholders, as
permitted under Delaware law, promptly after its acceptance of the shares.
Pro-ration calculations will be announced when completed, and payment for
the Digene shares will be made as soon as practicable.
As previously announced, QIAGEN received the vote of the necessary
percentage of its shareholders in favor of the acquisition of Digene at
QIAGEN's Extraordinary General Meeting of Shareholders held on Friday, July
20, 2007, in The Netherlands. Additionally, the antitrust waiting period
required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976
expired at 11:59 pm EDT on July 16, with respect to the previously
announced merger of the two companies.
About QIAGEN
QIAGEN N.V., a Netherlands holding company is the leading provider of
innovative sample and assay technologies and products. QIAGEN's products
are considered standards in areas such as pre-analytical sample preparation
and assay solutions in research for life sciences, applied testing and
molecular diagnostics. QIAGEN has developed a comprehensive portfolio of
more than 500 proprietary, consumable products and automated solutions for
sample collection, nucleic acid and protein handling, separation, and
purification and open and target specific assays. The company's products
are sold to academic research markets, to leading pharmaceutical and
biotechnology companies, to applied testing customers (such as in
forensics, veterinary, biodefense and industrial applications) as well as
to molecular diagnostics laboratories. QIAGEN employs more than 1,900
people worldwide. QIAGEN products are sold through a dedicated sales force
and a global network of distributors in more than 40 countries. In this
press release QIAGEN is using the term molecular diagnostics. The use of
this term is in reference to certain countries, such as the United States,
limited to products subject to regulatory requirements. Current QIAGEN
molecular diagnostics products are 34 EU CE IVD assays, six EU CE IVD
sample preparation products, one 510k PAX RNA product, nine China SFDA IVD
assays and 98 general purpose reagents. Further information about QIAGEN
can be found at www.qiagen.com.
Forward-Looking Statements
This communication contains certain forward-looking statements,
including a statement concerning the month in which the parties expect to
complete the transaction. These forward-looking statements 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
minimum tender of Digene shares or regulatory clearance might not be
satisfied in a timely manner or at all, risks relating to the integration
of the technologies and businesses of QIAGEN and Digene, unanticipated
expenditures, changing relationships with customers, suppliers and
strategic partners, conditions of the economy and other factors described
in the most recent reports on Form 20-F, Form 6-K and other periodic
reports filed with or furnished to the Securities and Exchange Commission
by QIAGEN and the most recent reports on Form 10-K, Form 10-Q, Form 8-K and
other periodic reports filed by Digene with the Securities and Exchange
Commission.
Additional Information
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell shares of Digene.
QIAGEN has filed a Registration Statement on Form F-4, as amended, and
a Schedule TO, as amended, and Digene has filed a
Solicitation/Recommendation Statement on Schedule 14D-9, as amended, with
the Securities and Exchange Commission in connection with the transaction.
QIAGEN and Digene have commenced an exchange offer and mailed a Prospectus,
which is part of the Registration Statement on Form F-4, the
Solicitation/Recommendation Statement on Schedule 14D-9 and related
exchange offer materials, including a letter of election and transmittal,
to shareholders of Digene. These documents contain important information
about the transaction and should be read before any decision is made with
respect to the exchange offer. Investors and stockholders may obtain free
copies of these documents through the website maintained by the Securities
and Exchange Commission at www.sec.gov. Free copies of these documents may
also be obtained from QIAGEN, by directing a request to QIAGEN's IR
department at QIAGEN Strasse 1, 40724 Hilden, Germany, or from Digene, by
directing a request to Digene at 1201 Clopper Road, Gaithersburg, MD,
20878.
In addition to the Registration Statement on Form F-4, as amended, the
Schedule TO, as amended, Prospectus, Solicitation/Recommendation Statement
on Schedule 14D-9, as amended, and related exchange offer materials, both
QIAGEN and Digene file or furnish annual, quarterly and special reports,
proxy statements and other information with the Securities and Exchange
Commission. You may read and copy any reports, statements or other
information filed or furnished by QIAGEN or Digene at the Securities and
Exchange Commission's Public Reference Room at Station Place, 100 F Street,
N.E., Washington, D.C. 20549. You can request copies of these documents by
writing to the Securities and Exchange Commission and paying a fee for the
copying cost. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for more information about the operation of the Public
Reference Room. QIAGEN's and Digene's SEC filings are also available to the
public at the Securities and Exchange Commission's web site at
http://www.sec.gov, or at their web sites at www.qiagen.com or
www.digene.com.
SOURCE QIAGEN NV