Date: 2011-08-29
Type of information: Company acquisition
Acquired company: Cellestis (Australia)
Acquiring company: Qiagen (The Netherlands)
Amount: $374 million (€ 260 million)
Terms: Qiagen and Cellestis announced on April 4, 2011, that the companies had entered into a Scheme Implementation Deed (SID) under which it is proposed that a wholly owned subsidiary of QIAGEN will acquire all of the ordinary shares in Cellestis, subject to the satisfaction of certain conditions (including shareholder and court approvals). Based on an exchange rate of A$1.00 equals US$1.04 as of April 1, 2011, the transaction value under the amended proposal is approximately US $374 million. Qiagen has amended its original proposal to acquire Cellestis, a publicly traded Australian biotechnology company. Under terms of the amended proposal, the per-share offer price is being increased by 7% to A$3.80 from the original offer price of A$3.55 announced on April 4, 2011. Qiagen has declared this offer to be final and will not be increased in the absence of a competing proposal. The increased offer represents a premium of: 33.1% to the one-month volume-weighted average price (VWAP) of Cellestis shares ending on April 1, 2011, the last trading day prior to announcement of the original proposal; and 40.8% to the three-month VWAP ending on April 1, 2011.
* On August 29, 2011, Qiagen announced that its acquisition of all the ordinary shares in Cellestis by a way of a scheme of arrangement has been implemented. The closing of the transaction follows the official approval of Cellestis’ shareholders and Australian courts. With closing of the transaction Cellestis will become a fully consolidated subsidiary of the Qiagen group.
Details: The acquisition of Cellestis will provide Qiagen with exclusive rights to QuantiFERON® technology, a novel “pre-molecular” technology that offers a new dimension in disease detection not currently possible with other diagnostic technologies. Cellestis has successfully commercialized this technology with QuantiFERON®-TB Gold In-Tube (QFT), a leading test for latent tuberculosis (TB), and is in the early stages of commercializing QuantiFERON®-CMV for monitoring of disease risk from the life-threatening cytomegalovirus virus (CMV).
Related:
