QIAGEN N.V. / Capital Increase/Capital Increase
22.09.2009
Dissemination of an Ad hoc announcement according to § 15 WpHG, transmitted by
DGAP - a company of EquityStory AG.
The issuer is solely responsible for the content of this announcement.
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Venlo, the Netherlands - September 22, 2009 - QIAGEN N.V. (NASDAQ: QGEN;
Frankfurt Stock Exchange, regulated market (Prime Standard): QIA) (the
'Company') announces today the launch of a placement of up to 27.5 million
newly issued common shares through a bookbuilding process (the 'Offering').
In addition, the Company will grant the underwriters an option to purchase
up to 4.125 million additional newly issued common shares solely to cover
over-allotments, if any (such shares, together with the Offering shares
referred to above, the 'Shares').
The Shares will be offered in a global offering consisting of an
international offering to certain institutional investors outside the
United States and a registered offering in the United States. Pre-emptive
rights of shareholders have been excluded for the Offering.
The Company plans to use the net proceeds of this offering to fund the
acquisition of DxS Ltd. announced on September 22, 2009 and potential
future acquisitions, to strengthen its balance sheet and for general
corporate purposes.
Deutsche Bank, Goldman Sachs International and J.P. Morgan will be acting
as Joint Global Coordinators and Joint Bookrunners for the Offering. The
offer price and number of Shares placed in the Offering will be determined
based on the outcome of a bookbuilding process and will be stated in a
pricing statement (the 'Pricing Statement') which will be deposited with
the Netherlands Authority for the Financial Markets (Stichting Autoriteit
Financiële Markten; the 'AFM') and announced by way of an ad-hoc
announcement pursuant to Section 15 of the German Securities Trading Act.
The order book will open on Wednesday, September 23, 2009, 3.00 am EDT
(9.00 am CET). The timing of the closing of the book will be determined at
the absolute discretion of the Joint Bookrunners but it is currently
envisaged for Thursday, September 24, 2009, 4.00 pm EDT (10.00 pm CET).
Application has been made for admission to trading of the Shares on the
regulated market (Regulierter Markt) of the Frankfurt Stock Exchange, Prime
Standard segment, and on NASDAQ Global Select Market. Subject to approval
by the AFM, a prospectus relating to the listing of the Shares on the
Frankfurt Stock Exchange is expected to be published on or about September
23, 2009 by being made available to the public, free of charge, in printed
form at the registered office of QIAGEN N.V., Spoorstraat 50, 5911 KJ
Venlo, the Netherlands, fax: (+31)-77-320-8409; email: ir@qiagen.com and
through the offices of the Joint Global Coordinators. Furthermore, a
registration statement has been filed with the U.S. Securities and Exchange
Commission (the 'SEC') today.
In connection with the Offering, Goldman Sachs International, as
stabilising manager, or any of its agents, on behalf of the Joint
Bookrunners and the other managers (the 'Managers') in the Offering, may
(but will be under no obligation to), to the extent permitted by applicable
law, over-allot or effect other transactions which stabilise or maintain
the market price of the Company's common shares or any options, warrants or
rights with respect to, or interests in, the Company's common shares, in
each case at a higher level than might otherwise prevail in the open
market. The stabilising manager is not required to enter into such
transactions and such transactions may commence on or after the publication
of the Pricing Statement and will end no later than the thirtieth day after
the allotment of the Shares, which is expected to be 24 October 2009 (the
'Stabilisation Period'). Such transactions may be effected on the Frankfurt
Stock Exchange, on the NASDAQ Global Select Market, on the over-the-counter
market or otherwise. There can be no assurance that such transactions will
be undertaken and, if commenced, they may be discontinued at any time
without prior notice.
QIAGEN N.V.
Spoorstraat 50
5911 KJ Venlo
The Netherlands
ISIN: NL 0000240000
German Securities Identification Number (WKN): 901626
Common Code: 007994915
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Information and Explaination of the Issuer to this News:
This ad-hoc notification does not constitute, or form part of, an offer or
invitation to sell or issue, or any solicitation of an offer to purchase or
subscribe for securities and any subscription for or purchase of, or
application for, the Shares should only be made on the basis of information
contained in the prospectuses (the 'Prospectuses') prepared by the Company
in connection with the Offering. In particular, any subscription for or
purchase of, or application for, the Shares in the United States should
only be made on the basis of information contained in the prospectus,
including the prospectus supplement, forming a part of the automatically
effective shelf registration statement in connection with the Offering.
The Company has filed a registration statement in the United States under
the U.S. Securities Act of 1933, as amended (the 'Securities Act'), in
connection with the offer and sale of the Shares. A written prospectus,
including the prospectus supplement, satisfying the requirements of Section
10 of the Securities Act and containing the detailed terms of the offering
will be available on the U.S. Securities and Exchange Commission's website
at www.sec.gov.
This ad-hoc notification does not constitute a recommendation. Prospective
investors should consult a professional advisor as to the suitability of
the Shares for the individual concerned. All investments are subject to
risk. The value of the Shares may fluctuate. An investment in the Company
is speculative and involves a substantial degree of risk, including the
risk of total loss of such investment.
Prospective investors should not treat the contents of this document as
advice relating to legal, taxation or investment matters, and are to make
their own assessments concerning these and other consequences of any
investment, including the merits of investing and the risks. Prospective
investors are advised to seek expert legal, financial, tax and other
professional advice before making any investment decision.
This ad-hoc notification does not constitute, and may not be used for the
purposes of, an offer or an invitation to subscribe for the Shares by any
person in any jurisdiction in which (i) such offer or invitation is not
authorised; or (ii) in which the person making such offer or invitation is
not qualified to do so; or (iii) to any person to whom it is unlawful to
make such offer or invitation.
The distribution of this ad-hoc notification in certain jurisdictions may
be restricted by law, and therefore persons into whose possession this
ad-hoc notification comes should inform themselves about and observe any
such restrictions. Any failure to comply with these restrictions may
constitute a violation of the securities laws of such jurisdiction.
The content of this ad-hoc notification includes statements that are, or
may be deemed to be, 'forward-looking statements' based on management's
expectations, including, but not limited to, statement relating to the
proposed Offering and the expected use of the proceeds from the Offering.
By their nature, forward-looking statements involve risks and uncertainties
and readers are cautioned that any such forward-looking statements are not
guarantees of future performance. The Company's actual results may differ
materially from those predicted by the forward-looking statements. The
Company undertakes no obligation to publicly update or revise
forward-looking statements, except as may be required by law.
This document is an advertisement for the purposes of applicable measures
implementing Directive 2003/71/EC (such Directive, together with any
applicable implementing measures in the relevant home Member State under
such Directive, the 'Prospectus Directive'). Subject to approval by the
AFM, a prospectus for the purpose of the listing of the Shares on the
regulated market (Prime Standard segment) of the Frankfurt Stock Exchange
is expected to be published on or about September 23, 2009 by being made
available to the public, free of charge, in printed form at the registered
office of QIAGEN N.V., Spoorstraat 50, 5911 KJ Venlo, the Netherlands, fax:
(+31)-77-320-8409; email: ir@qiagen.com and through the offices of the
Joint Global Coordinators.
In any EEA Member State that has implemented the Prospectus Directive, this
communication is only addressed to and directed at qualified investors in
that Member State within the meaning of the Prospectus Directive.
This communication is only being distributed to and is only directed at (i)
persons who are outside the United Kingdom or (ii) investment professionals
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005 (the 'Order') or (iii) high net worth
companies, and other persons to whom it may lawfully be communicated,
falling within Article 49(2)(a) to (d) of the Order (all such persons
together being referred to as 'relevant persons'). The Shares are only
available to, and any invitation, offer or agreement to subscribe, purchase
or otherwise acquire such Shares will be engaged in only with, relevant
persons. Any person who is not a relevant person should not act or rely on
this document or any of its contents.
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IR QIAGEN; email: ir@qiagen.com; phone: +49 2103 29 11710
22.09.2009 |[![CDATA[|[a href="http://www.dgap.de"|]Financial News transmitted by DGAP|[/a|]]]|]
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Language: English
Company: QIAGEN N.V.
Spoorstraat 50
5911 KJ Venlo
Niederlande
Phone: +31 77320 840-0
Fax: +31 77320 840-9
E-mail: qiagen@qiagen.com
Internet: www.qiagen.com
ISIN: NL0000240000
WKN: 901626
Indices: TecDAX
Listed: Regulierter Markt in Frankfurt (Prime Standard); Freiverkehr
in Berlin, München, Düsseldorf, Hamburg, Stuttgart;
Terminbörse EUREX
End of News DGAP News-Service
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DGAP-Adhoc: QIAGEN N.V.: QIAGEN Announces an Offering of New Common Shares
| Source: EQS Group AG