After months of a public back-and-forth over a potential acquisition, Thermo Fisher Scientific President and CEO Marc Casper said he and Qiagen’s leadership finally had a “meeting of the minds” on how to move forward—and $11.5 billlion later, they’ve set a target date for the first half of 2021.
“Deals happen when people line up,” Casper said on a conference call with investors. “We felt this was the time to bring together these two companies…We’ve had dialogue for many years about our opportunities.”
After being rebuffed by the Dutch diagnostics maker on Christmas Eve last year—Qiagen had said it was fielding multiple takeover offers from interested companies at the time, but described them all as “not compelling”—Thermo Fisher has returned with an offer of €39 for each ordinary company share in cash, or about $43 U.S.
That represents a premium of about 23% of Qiagen’s most recent closing price on the Frankfurt exchange, according to Thermo Fisher. The cash offer totals about $10.1 billion, while the deal includes the assumption of about $1.4 billion of net debt. Thermo Fisher said it has obtained committed bridge financing for the transaction, with permanent funding expected to come from the company’s coffers and the issuance of new debt.
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The two companies pointed toward future, complementary offerings among their clinical diagnostics and life science research support businesses—specifically with Qiagen’s tests for latent tuberculosis and infectious diseases joining Thermo Fisher’s products in oncology, allergy and autoimmunity testing, as well as transplant diagnostics.
Additionally, Thermo Fisher said it was looking forward to combining its genetic analysis technologies with Qiagen’s bioinformatics, plus its companion diagnostics development work.
In life science R&D, both companies have significant market shares in certain sample preparation markets and offer a range of consumables and reagents—which will need to work its way through the regulatory authorities in the U.S., China and the European Union, according to Casper, who was recently elected chairman of Thermo Fisher’s board of directors.
Thermo Fisher said it expects total synergies of $200 million within three years of closing the deal, including $150 million in cost synergies and a $50 million operating income benefit from revenue synergies. The company also plans to see immediate accretive earnings after it’s finalized.
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Last year, Qiagen and its 5,100 employees brought in $1.53 billion in revenue, with about 90% coming from its consumables.
October 2019 also brought news that the company would begin reorganizing itself around a 15-year partnership with Illumina—which would see Qiagen abandon the development of its own next-generation hardware and instead develop kits for use on the DNA sequencing giant’s machines.
That was announced alongside the departure of Qiagen’s long-term chairman and CEO Peer Schatz, following the company’s miss of its third-quarter revenue targets. Senior VP Thierry Bernard, head of the molecular diagnostics business, was named interim CEO and has since said he would stay on through the acquisition and make the jump to Thermo Fisher, Casper said.
“This strategic step with Thermo Fisher will enable us to enter a promising new era and will give our employees the opportunity to have an even greater impact,” Bernard said in a statement. “The combination is designed to deliver significant cash value to our shareholders while enabling us to accelerate the expansion of our solutions to provide customers worldwide with breakthroughs that advance our knowledge about the science of life and improve health outcomes.”
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Meanwhile, Qiagen recently began shipping its QIAstat-Dx test kits worldwide tailored for the novel coronavirus, known as SARS-CoV-2. This includes four hospitals in China, with plans to supply public health institutions in Europe, the Middle East and Southeast Asia.
On the call with investors, Thermo Fisher said it expects to see less revenue for the first half of 2020 than its original guidance projections issued in January, due in part to the economic slowdown in China as the virus has spread. But it also pointed to potential opportunities in the latter half of the year as international governments act to stimulate their economies in response.