According to a news release, more than 107.5 million shares of Qiagen (47.02% of the issued and outstanding ordinary shares for the company) were validly tendered into the offer by the end of the acceptance period on Aug. 10, leaving the minimum acceptance threshold condition (66.67%) unsatisfied and lapsing the offer.
Thermo Fisher terminated the acquisition agreement and will receive a $95 million cash reimbursement payment from Qiagen in accordance with the agreement.
“Thermo Fisher is a disciplined acquirer with a strong track record of executing value-creating transactions,” Thermo Fisher chairman, president & CEO Marc Casper said in the release. “We remain extremely well-positioned to deliver on our proven growth strategy and continue to generate significant returns for our shareholders.”
In a separate statement, Qiagen acknowledged the failure to achieve the acceptance threshold from its shareholders. Chairman of Qiagen’s supervisory board, Håkan Björklund, said the company respects the decision of its shareholders.
“The magnitude and duration of the global coronavirus pandemic have proven the increasingly critical importance of molecular testing to society,” Qiagen CEO Theirry Bernard said in the release. “Qiagen’s business prospects have improved significantly, as shown in our performance for the first half of 2020 and the strong outlook for the rest of this year and for 2021. … Our employees have demonstrated resilience and deep expertise in meeting the challenges of the pandemic, and will continue to play an essential role in building Qiagen as a unique and differentiated leader in molecular testing through a commitment to execution on our goals.”
Bernard also noted that, in light of the lapsed deal with Thermo Fisher, Qiagen will move forward with its plans to acquire NeuMoDx, a molecular diagnostic developer with coronavirus testing and a growing range of assays.
On March 3, Thermo Fisher and Qiagen announced that their boards had approved the intended $11.5 billion acquisition, and both companies expected the transaction to be completed in the first half of 2021. Weeks later, Thermo Fisher proposed a $2.2 billion offering to help finance the purchase.
Shares of TMO were down -0.5% at $413.91 in early-morning trading today. Shares of QGEN were up 0.7% at $48.77 per share.