QIAGEN N.V. / Capital Increase/Capital Increase
25.09.2009
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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QIAGEN Announces Pricing of Offering of New Common Shares
Venlo, the Netherlands - September 25, 2009, QIAGEN N.V. (NASDAQ: QGEN;
Frankfurt Stock Exchange, regulated market (Prime Standard): QIA) (the
'Company') announces that it will issue 27.5 million newly issued common
shares (the 'Shares') in connection with the offering announced on
September 22, 2009 (the 'Offering') at a price of US$ 20.25 per share (EUR
13.82). Gross proceeds of the Offering are expected to be approximately US$
557 million (EUR 380 million).
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.
Payment for and delivery of the Shares will take place on September 30,
2009, by which date the Shares are expected to have begun trading on the
regulated market (Regulierter Markt) of the Frankfurt Stock Exchange, Prime
Standard segment (currently envisaged for September 29, 2009) and on the
NASDAQ Global Select Market.
Deutsche Bank, Goldman Sachs International and J.P. Morgan acted as Joint
Global Coordinators and Joint Bookrunners of the Offering.
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
is 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, statements 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'). A prospectus for the purpose
of the listing of the Shares on the regulated market (Prime Standard
segment) of the Frankfurt Stock Exchange was approved by the AFM and
published on or about September 24, 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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Contact: IR QIAGEN; email: ir@qiagen.com; phone: +49 2103 29 11710
25.09.2009 |[![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 Pricing of Offering of New Common Shares
| Source: EQS Group AG