Copenhagen, 2016-07-06 09:17 CEST (GLOBE NEWSWIRE) -- As announced in company announcement published by Exiqon A/S (the "Company" or "Exiqon") on 23 June 2016, QIAGEN N.V. ("QIAGEN") will as a consequence of the completed voluntary takeover offer own 34,852,938 shares in the Company corresponding to 94.52 per cent of the votes and 94.52 per cent of the share capital of Exiqon. The voluntary takeover offer was completed and settled on 28 June 2016.
On this basis, QIAGEN has resolved that the remaining minority shareholders of Exiqon shall have their shares redeemed as provided in sections 70 and 72 of the Danish Companies Act (selskabsloven).
Minority shareholders are called upon, therefore, to transfer within four weeks, i.e. on or before 3 August 2016, their shares in the Company to QIAGEN using the enclosed acceptance form.
The shares will be transferred to QIAGEN for DKK 18 per share of nominally DKK 1. Payment will be made in cash, and all shares must be transferred to QIAGEN free from any and all charges, liens and encumbrances.
At DKK 18 per share, the redemption price equals the price that QIAGEN paid per share to the shareholders who accepted its voluntary takeover offer of 19 April 2016, which expired on 22 June 2016. With the implementation of that offer QIAGEN became the direct owner of more than 90 per cent of the share capital and more than 90 per cent of the voting rights in the Company.
Minority shareholders are called upon to have their respective account-holding banks transfer the shares to QIAGEN using the enclosed acceptance form. Payment for the shares transferred will be made in cash through each minority shareholder's own account-holding banks not later than 4 business days after expiry of the redemption period on 3 August 2016. Trading costs in connection with minority shareholders' sale of their shares shall be borne by the respective minority shareholders, such fees and costs to be of no concern to QIAGEN.
If a minority shareholder disagrees with the redemption price, such shareholder may request to QIAGEN, in accordance with section 70(2) of the Companies Act, that the redemption price be determined by a court-appointed expert to be appointed by the court having jurisdiction at the Company’s place of domicile. The expert must set the redemption price in accordance with section 67(3) of the Companies Act. If an expert is so appointed and as a result of his or her expert opinion the redemption price is increased, as compared to the price offered by QIAGEN, under section 67(3) of the Companies Act, such increased price will apply also to those other minority shareholders who did not request an expert opinion.
Costs for the obtaining such expert opinion shall be borne by the minority shareholder having requested the opinion, but the court may order QIAGEN to bear all or some of those costs if the opinion rendered leads to a redemption price higher than the price offered by QIAGEN.
As soon as possible after expiry of the redemption period on 3 August 2016, QIAGEN will deposit in escrow and for the benefit of the remaining minority shareholders a redemption sum corresponding to those shares (if any) which have not been transferred during the redemption period, see section 72(1) of the Companies Act. QIAGEN will then be registered in Exiqon's register of shareholders as the owner of those shares and will thus own all shares in Exiqon except for the shares owned by the Company itself. QIAGEN will also, in accordance with section 72(3) of the Companies Act, publish on expiry of the redemption period and through the Danish Business Authority’s IT system a new announcement, giving all of the minority shareholders whose shares have been redeemed a notice of three months, during which the now former minority shareholders may request that the redemption price be determined by an expert. After expiry of the three-month period, the former minority shareholders may no longer so request.
The Netherlands, 6 July 2016
QIAGEN N.V.
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Statement by Exiqon A/S's Board of Directors
The Board of Directors of Exiqon has reviewed the terms and conditions of the redemption as described in this call for redemption and issue on that background this statement pursuant to section 70(2) of the Danish Companies Act. Redemption will be effected at the same price per share as the price offered by QIAGEN in its offer of 19 April 2016. On this basis, it is the opinion of the Board of Directors that the overall terms and conditions of the redemption are fair and appropriate.
The Netherlands, 6 July 2016
The Board of Directors of Exiqon A/S
Peer M. Schatz Roland Sackers
Axel Backheuer
