KJ VENLO, GERMANY, Nov 09 (MARKET WIRE) --
Transaction adds to QIAGEN's content engine for development of future
diagnostics and boosts the Company's presence in pharma discovery and
validation
VENLO, The Netherlands, November 9, 2009 - QIAGEN N.V. (NASDAQ: QGEN)
(Frankfurt, Prime Standard: QIA) today announced that it has signed a
definite agreement to acquire SABiosciences Corporation, a privately-held
developer and manufacturer of disease- and pathway-focused PCR assay
panels. SABiosciences is based in Frederick, Maryland (USA), and employs
a staff of around 100. The transaction is valued at US$90 million in cash
(subject to customary purchase price adjustments) and is expected to
close in late December 2009, following approval of SABiosciences'
stockholders and the expiration of the statutory waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.
SABiosciences holds a leading position in the design and
commercialization of disease- and pathway-focused real-time PCR-based
assay panels ("PCR Arrays"), which are widely utilized in biomedical
research and in the development of future drugs and diagnostics. The
company's primary product family includes more than 100 real-time PCR
assay panels designed for high-performance analysis of DNA, RNA,
epigenetic and microRNA targets in biological pathways associated both
with specific diseases such as cancer, diabetes, immune and
cardiovascular disorders, as well as with pathways such as apoptosis
(programmed cell death), signal transduction and toxicology.
Solutions focusing on the analysis of molecular interactions in pathways
- a series of actions among molecules in a cell - open up a new dimension
for gene analysis. Conventional assay products are usually designed for
the study of a single gene's expression and not offered in complete
panels covering all genes of interest associated with a specific disease
or pathway. SABiosciences, in contrast, is a pioneer in the design of
preformatted PCR assay panels and focuses on the biology of entire
pathways and interaction of all genes involved in a specific disease. In
a single experiment users can therefore learn how gene activity in their
samples correlates with the state of a disease of their particular
interest. As such, SABiosciences' expertise and unique offering lie in
the biomedical and bioinformatics know-how required to design and format
such assay panels. Its approach allows biomedical researchers and
pharmaceutical companies to facilitate and accelerate the discovery and
validation of biomarkers.
The discovery and validation of biomarkers is also of key interest in the
development of diagnostics. By supplying disease- and pathway-focused
panels to biomedical and pharma activities in discovery and preclinical
research, QIAGEN can contribute to the discovery and validation engines
of biomedical and pharma institutions. This can prompt collaborations
around these engines to create fast-track approvals to new diagnostic
content for prevention, profiling (as spin-offs of pharmaceutical
research), and personalized healthcare (as an integral interest of the
pharmaceutical companies). The transaction is therefore also highly
synergistic with QIAGEN's recent acquisition of DxS Ltd which has put the
Company in a leading position in the emerging field of personalized
healthcare.
"SABiosciences is a leader in design and commercialization of disease-
and pathway-based PCR assay panels", said Peer Schatz, CEO of QIAGEN.
"These assay panels are designed for use with and leveraged by QIAGEN's
sample and assay technologies and can be run on QIAGEN instruments.
Subject to final closing, the transaction can create great value for both
our strategy in pharma and our strategy in diagnostics. The addition of
SABiosciences will boost our biological content engine significantly by
adding to our position as a premium partner for the pharmaceutical
industry and to the use of this position to yield diagnostic content for
prevention, profiling, and, most significantly, personalized healthcare."
"We are very delighted with this merger", said Li Shen, President of
SABiosciences. "The combination of SABiosciences' strong content
development and bioinformatics capability with QIAGEN's leadership in
molecular biology and its global footprint allow us to take our proven
PCR Array technology to the next level. Together with QIAGEN we can roll
out this technology internationally and bundle it with one of the
industry's most reputed product portfolios, thereby providing even more
value to our customers."
SABiosciences' operations are located in the immediate vicinity of
QIAGEN's North American headquarters based in Germantown and
Gaithersburg, Maryland. This proximity is expected to contribute to a
rapid and smooth integration of SABiosciences into QIAGEN operations.
Subject to the closing of the transaction, QIAGEN intends to further
expand the segment of disease- and pathway-focused assay panels. QIAGEN
also intends to establish SABiosciences' Frederick site as a Center of
Excellence in biological content development and - due to the high level
of synergies - to further grow the location in the near future.
Highlights of the acquisition agreement signed:
* Subject to SABiosciences' stockholder approval and the expiration
of the statutory waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976.
* Consideration of US$90 million in cash (subject to customary
purchase price adjustment).
* Expected to add revenues of approximately US$24 million in sales
for 2010. The growth rate on these $24 million in revenues is
expected above QIAGEN's average growth rate.
* Expected one-time charges of approximately US$0.02 in earnings
per share (EPS) in the last quarter of 2009 which primarily
related to costs and expenses incurred in connection with the
acquisition such as advisory fees as well as the write-off of
certain assets.
* On an adjusted basis excluding one-time charges, integration and
restructuring costs, and amortization of acquisition related
intangible assets, the acquisition is expected to be neutral to
EPS in 2010 and to significantly accretive to adjusted EPS in
2011.
About QIAGEN:
QIAGEN N.V., a Netherlands holding company, is the leading global
provider of sample and assay technologies. Sample technologies are used
to isolate and process DNA, RNA and proteins from biological samples such
as blood or tissue. Assay technologies are used to make such isolated
bio-molecules visible. QIAGEN has developed and markets more than 500
sample and assay products as well as automated solutions for such
consumables. The company provides its products to molecular diagnostics
laboratories, academic researchers, pharmaceutical and biotechnology
companies, and applied testing customers for purposes such as forensics,
animal or food testing and pharmaceutical process control. QIAGEN's assay
technologies include one of the broadest panels of molecular diagnostic
tests available worldwide. This panel includes the digeneHPV Test, which
is regarded as a "gold standard" in testing for high-risk types of human
papillomavirus (HPV), the primary cause of cervical cancer, as well as a
broad suite of solutions for infectious disease testing and companion
diagnostics. QIAGEN employs more than 3,300 people in over 30 locations
worldwide. Further information about QIAGEN can be found at
http://www.qiagen.com/.
About SABiosciences:
SABiosciences Corporation, a privately held biotechnology company founded
in 1998, envisions a new and systematic approach to biological research
in the post-genomic era. In recognition of its strong performance,
SABiosciences has received many awards including Inc. 5000 Fastest
Growing Companies (2007 and 2008), The Scientist Magazine's 2009 Top 30
Best Places to Work Award. For more information about SABiosciences,
visit www.SABiosciences.com
SAFE HARBOR STATEMENT
Statements contained in this release that are not historical facts are
forward-looking statements, including statements about our products,
markets, strategy and operating results. Such statements are based on
current expectations that involve risks and uncertainties including, but
not limited to, those associated with: management of growth and
international operations (including currency fluctuations and logistics),
variability of our operating results, commercial development of our
markets (including applied testing, clinical and academic research,
proteomics, women's health/HPV testing, molecular diagnostics,
personalized healthcare and companion diagnostics), our relationships
with customers, suppliers and strategic partners, competition, changes in
technology, fluctuations in demand, regulatory requirements, identifying,
developing and producing integrated products differentiated from our
competitors' products, market acceptance of our products, and integration
of acquired technologies and businesses. For further information, refer
to our filings with the SEC, including our latest Form 20-F. Information
in this release is as of the date of the release, and we undertake no
duty to update this information unless required by law.
Contacts:
Investor Relations: Public Relations:
Dr. Solveigh Maehler Dr. Thomas Theuringer
Director Investor Relations Associate Director Public
QIAGEN N.V. Relations
+49 2103 29 11710 QIAGEN GmbH
e-mail: +49-2103-29-11826
solveigh.maehler@qiagen.com e-mail:
thomas.theuringer@qiagen.com
Albert F. Fleury
Investor Relations North America
QIAGEN N.V.
+1 301 944 7028
e-mail: albert.fleury@qiagen.com
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