UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 24)
of the Securities Exchange Act of 1934
(Amendment No. 24)
QIAGEN N.V.
(Name of Subject Company (Issuer))
(Name of Subject Company (Issuer))
Quebec B.V.
(Offeror)
a wholly owned subsidiary of
(Offeror)
a wholly owned subsidiary of
Thermo Fisher Scientific Inc.
(Ultimate Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer, or other person))
(Ultimate Parent of Offeror)
(Names of Filing Persons (identifying status as offeror, issuer, or other person))
Ordinary Shares, €0.01 par value per share
(Title of Class of Securities)
(Title of Class of Securities)
N72482123
(CUSIP Number of Class of Securities)
(CUSIP Number of Class of Securities)
Michael A. Boxer
Senior Vice President and General Counsel
Thermo Fisher Scientific Inc.
168 Third Avenue
Waltham, Massachusetts 02451
Telephone: (781) 622-1000
(Name, address, and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
Senior Vice President and General Counsel
Thermo Fisher Scientific Inc.
168 Third Avenue
Waltham, Massachusetts 02451
Telephone: (781) 622-1000
(Name, address, and telephone number of person authorized to receive notices and
communications on behalf of filing persons)
Copies to:
Matthew M. Guest, Esq.
Brandon C. Price, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
Brandon C. Price, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
| CALCULATION OF FILING FEES | | |||
| Transaction Valuation(1) | | | Amount of Filing Fee(2) | |
| $11,536,919,459 | | | $1,497,493 | |
(1)
Calculated solely for purposes of determining the filing fee. The calculation of the transaction valuation assumes the purchase of ordinary shares, par value €0.01 per share (each, a “QIAGEN Share”), of QIAGEN N.V. (“QIAGEN”), at a purchase price of €43.00 per QIAGEN Share in cash, converted into a purchase price of $48.67 per QIAGEN Share using a rate of $1.1318 U.S. dollars per 1.00 Euro, the noon buying rate as of July 10, 2020 published by the Federal Reserve Bank of New York. The calculation of the transaction valuation is determined by adding the sum of (i) 230,829,309 issued QIAGEN Shares (including fractional QIAGEN Shares and QIAGEN Shares held by QIAGEN in treasury) multiplied by the offer consideration of $48.67 per QIAGEN Share, (ii) the offer consideration in respect of 558,505 outstanding stock options multiplied by the offer consideration of $48.67 per QIAGEN Share, (iii) 475,880 QIAGEN Shares subject to issuance pursuant to restricted share units that are anticipated to vest at or prior to the completion of the transaction, multiplied by the offer consideration of $48.67 per QIAGEN Share, (iv) 2,380,059 QIAGEN Shares subject to issuance pursuant to performance share units that are anticipated to vest at or prior to the completion of the transaction, multiplied by the offer consideration of $48.67 per QIAGEN Share and (v) approximately 2,800,000 QIAGEN Shares subject to issuance upon settlement of outstanding warrants with an exercise price less than $48.67 per QIAGEN Share, multiplied by the offer consideration of $48.67 per share. The foregoing share figures have been provided by the issuer to the offeror and are as of April 23, 2020.
(2)
The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2020, issued August 23, 2019, by multiplying the transaction value by 0.0001298.
☒
Check the box if any part of the fee is offset as provided by Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
| Amount Previously Paid: $1,304,521 | | | Filing Party: Quebec B.V. and Thermo Fisher Scientific Inc. | |
| Form or Registration No.: Schedule TO-T | | | Date Filed: April 28, 2020 | |
| Amount Previously Paid: $192,972 | | | Filing Party: Quebec B.V. and Thermo Fisher Scientific Inc. | |
| Form or Registration No.: Schedule TO-T/A | | | Date Filed: July 16, 2020 | |
☐
Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
☒
Third-party tender offer subject to Rule 14d-1.
☐
Issuer tender offer subject to Rule 13de-4.
☐
Going-private transactions subject to Rule 13e-3.
☐
Amendments to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐
Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
☐
Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
This Amendment No. 24 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the United States Securities and Exchange Commission on April 28, 2020 (together with any amendments and supplements thereto, the “Schedule TO”) in relation to the tender offer by Quebec B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“Quebec” or the “Bidder”) and a wholly owned subsidiary of Thermo Fisher Scientific Inc., a Delaware corporation (“Thermo Fisher” or “Bidder Parent”), for all ordinary shares, par value €0.01 per share (the “QIAGEN Shares”), of QIAGEN N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands registered with the trade register in The Netherlands under file number 12036979 (“QIAGEN”) at a price of EUR 43.00 per QIAGEN Share, without interest to the holders thereof, payable in cash, upon the terms and subject to the conditions set forth in the offer document dated May 18, 2020 (as amended, including by the Amendment of the Offer, dated July 17, 2020 (the “Offer Amendment,” a copy of which is attached thereto as Exhibit (a)(1)(H) to the Schedule TO), the “Offer Document”), a copy of which is attached thereto as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal (the “Letter of Transmittal”) and declaration of acceptance (the “Declaration of Acceptance”), copies of which are attached thereto as Exhibits (a)(1)(B) and (a)(1)(G) to the Schedule TO, respectively, which, together with any other related materials, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”
This Amendment is being filed solely to amend and supplement items to the extent specifically provided herein. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO, including all exhibits thereto, remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule TO.
Items 1 through 11.
Items 1 through 11 of the Schedule TO are hereby amended and supplemented by adding the following:
On August 13, 2020, the Bidder published an announcement (the “Announcement”) in the German Federal Gazette announcing that as of August 10, 2020, 24:00 hours (Frankfurt am Main local time) / 18:00 hours (New York local time), the end of the Acceptance Period of the Offer, 107,546,187 QIAGEN Shares had been validly tendered for acceptance in accordance with the terms of the Offer and not validly withdrawn, representing 47.02% of the issued and outstanding ordinary share capital of QIAGEN at the end of the Acceptance Period. Accordingly, the Offer has lapsed due to the non-fulfillment of the offer condition set forth in Section 12.1 of the Offer Document. No QIAGEN Shares were purchased by the Bidder. Tendered QIAGEN Shares will be promptly rebooked or returned as described in the Announcement and in Sections 12.11 and 13.2.9 of the Offer Document. An English translation of the Announcement is attached hereto as Exhibit (a)(5)(EE) and is incorporated herein by reference.
On August 13, 2020, Thermo Fisher delivered to QIAGEN a written notice terminating the Business Combination Agreement between Thermo Fisher and QIAGEN (as amended, the “Business Combination Agreement”) in accordance with clause 16.1(b) thereof. In connection with the termination of the Business Combination Agreement, QIAGEN will pay to Thermo Fisher an expense reimbursement payment of $95,000,000 in cash in accordance with the terms of the Business Combination Agreement.
On August 13, 2020, Thermo Fisher issued a press release announcing the lapse of the Offer due to the non-fulfillment of an offer condition and the termination of the Business Combination Agreement. The press release is attached hereto as Exhibit (a)(5)(FF) and is incorporated herein by reference.
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Item 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:
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SIGNATURES
After due inquiry and to the best of their knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 13, 2020
Quebec B.V.
By:
/s/ Anthony H. Smith
Name: Anthony H. Smith
Title: Managing Director
Title: Managing Director
Thermo Fisher Scientific Inc.
By:
/s/ Michael A. Boxer
Name: Michael A. Boxer
Title: Senior Vice President and General Counsel
Title: Senior Vice President and General Counsel
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EXHIBIT INDEX
4
5
*
Previously filed.
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