An entity of Swedish private equity firm EQT has agreed to acquire Qiagen for €10.8 billion (about $12.1 billion) cash, both said today, in a deal that would take private the global life-sciences tools, diagnostics, and workflow solutions provider following on-and-off takeover attempts over nearly seven years. EQT has €354 billion in assets under management. [Qiagen]
An entity of Swedish private equity firm EQT has agreed to acquire Qiagen for €10.8 billion (about $12.1 billion) cash, both said today, in a deal that would take private the global life-sciences tools, diagnostics, and workflow solutions provider following on-and-off takeover attempts over nearly seven years.
The buyer is EQT Private Equity, a holding company indirectly controlled by the firm’s EQT XI fund and managed and controlled by affiliates of EQT. Within EQT Private Equity, “indirect participations” or stakes are held by co-investors Luxinva, a wholly owned subsidiary of the Abu Dhabi Investment Authority; and CPP Investment Board Europe, a wholly-owned subsidiary of Canada Pension Plan Investment Board or CPP Investments.
EQT’s takeover offer followed what Qiagen called a comprehensive review by its Supervisory Board and Managing Board evaluating the company’s strategic prospects through discussions with strategic and financial parties.
Qiagen said that its boards concluded that a buyout by EQT would offer the best prospects for the company’s next growth phase by giving it greater flexibility to invest longer term under a private owner while providing shareholders with attractive and certain cash value.
“After considering Qiagen’s stand-alone strategic prospects and the alternatives available through discussions with strategic and financial parties, we unanimously concluded that this is the best path forward for Qiagen, its shareholders, and other stakeholders,” Stephen H. Rusckowski, chairman of Qiagen’s Supervisory Board, said in a statement.
‘Compelling value’
“This transaction offers shareholders compelling value while positioning Qiagen for its next phase of development under private ownership,” Rusckowski added.
News of Qiagen’s strategic review emerged in January through a Bloomberg News report that said the company was weighing a potential sale, attributed to unnamed sources, amid fresh interest from would-be buyers in acquiring the company.
Investors reacted to news of the strategic review with a buying surge that sent Qiagen shares to their highest levels since February 2023, a 17% one-week gain that saw its New York Stock Exchange shares rise from $47.57 on January 16 to $55.62 on January 23. Qiagen’s European shares, traded on the Frankfurt Stock Exchange’s XETRA market, rose 12.5% from €40.99 ($45.55) to €46.13 ($51.46).
Qiagen shares slipped since then as investors questioned whether the company would reach agreement with a buyer, and as the company lowered its full-year guidance to investors. In April, Qiagen cut its net sales growth forecast from 5% down to 1–2%, while lowering its adjusted diluted EPS forecast from $2.50 to $2.43. The reductions followed weaker than anticipated sales—a year-over-year 5% drop at constant exchange rates—of Qiagen’s QuantiFERON blood test kit due to reduced demand for immigration-related tuberculosis testing in the U.S. and Middle East.
Qiagen shares reached a 52-week low of €27.56 ($30.62) May 12 on XETRA and $32.13 the following day on NYSE before climbing back to the low €40s on XETRA and mid-$40s on NYSE.
Cautious investor reaction
On Thursday, investors appeared to react cautiously to the deal. Shares on XETRA rose 5% from €42.82 ($47.77) to € 44.94 ($50.13). On NYSE, shares barely rose 0.4%, from an even $50 to $50.22. Qiagen has suspended its full-year guidance for this year due to the planned acquisition.
At €46.50 ($51.88) per share, EQT Equity Partners’ offer for Qiagen represents an 8.6% premium above Qiagen’s closing stock price Wednesday—but a premium of 40.3% to the XETRA closing price of €33.15 ($36.84) on July 8, the last trading day before news reports about private equity firms being interested in acquiring Qiagen. The premium climbs to 46.9% when compared to the three-month volume-weighted average price (VWAP) on XETRA of €31.66 ($35.18) per Qiagen share up to and including July 8.
The €10.8 billion ($12.1 billion) enterprise value of the deal includes approximately $1.1 billion of net debt, Qiagen said.
“Qiagen’s management team and employees have built an exceptional company with a portfolio of highly attractive products and respected brands, strong market positions and considerable technical expertise,” stated Matteo Thun-Hohenstein, Partner at EQT. “EQT brings deep sector experience, a global network and operational capabilities, and we are proud to partner with Qiagen’s highly talented and capable employees to further invest in Qiagen’s continued product innovation and growth.”
Track record
EQT has €354 billion in assets under management and a three-decade track record of acquiring, developing, and sometimes selling companies that include life sciences tools/tech concerns.
In 2019, EQT acquired a majority interest in Aldevron, which it sold two years later to Danaher for approximately $9.6 billion. Also in 2021, EQT joined the private equity business of Goldman Sachs to acquire contract research organization Parexel for $8.5 billion. In 2023, EQT co-led a €129 million ($138 million at the time; $144 million today) Series A financing of Amsterdam biotech VectorY, with proceeds intended toward advancing its vectorized antibodies for neurodegenerative disease treatment. Other current and former portfolio companies of EQT include SPT Labtech, Galderma, Dako and HemoCue.
EQT says its healthcare and life sciences experience includes around 100 investment professionals across 15 countries, with over €30 billion (about $33.6 billion) invested across more than 210 companies in healthcare globally.
EQT Private Equity said it had obtained enough committed equity and debt financing to fund the offer and related transaction costs. Morgan Stanley, Jefferies, Deutsche Bank, SMBC, Crédit Agricole, and UniCredit are acting as bookrunners and mandated lead arrangers for the committed debt financing.
Both EQT and Qiagen stressed the prospective buyer’s plan for long-term ownership of the tools/diagnostics giant. Under the Business Combination Agreement signed by both, EQT Private Equity agreed to support Qiagen’s long-term development through “commitments relating to Qiagen’s strategy, business, key brands, operational footprint, R&D activities, employee arrangements, prudent financing, and culture of excellence.”
Mid-2027 close expected
Upon completion of the transaction, which is expected to close in mid-2027, Qiagen said it will continue to operate under its own name and brand. If closing has not occurred within 10 months of October 21 (August 21, 2027) because required regulatory approvals remain pending, Qiagen may opt to pay shareholders an interim dividend of up to $0.47 per share. Any interim dividend would not be deducted from the offer price.
Qiagen said its boards will recommend that the company’s shareholders tender their shares into the takeover offer and vote in favor of the deal in a position statement to be published after EQT publishes the offer document detailing the transaction. The Takeover Offer will be subject to a minimum acceptance threshold of 50% of Qiagen’s outstanding share capital plus one share, approval of post-closing measures and a decision to adopt them by Qiagen’s boards, merger control and foreign investment clearances, and additional conditions.
Qiagen shareholders who do not accept the Takeover Offer will receive a cash distribution in an amount per share equal to the Offer Price less applicable withholding taxes—which Qiagen said may result in a lower net amount being received than if the shareholders had accepted the Takeover Offer.
If the deal goes through, EQT’s planned purchase would end nearly seven years or on-and-off merger-and-acquisition activity surrounding Qiagen. In March 2020, Thermo Fisher Scientific offered to acquire Qiagen for approximately $11.5 billion in a deal driven by the COVID-19 pandemic. Thermo Fisher explained at the time that it sought to purchase Qiagen in order to expand its molecular diagnostics portfolio with a SARS-CoV-2 coronavirus test and other infectious disease tests.
However, Thermo Fisher terminated its buyout offer five months later when it failed to win support from two-thirds (66.67%) of investors, with only 47% of holders of outstanding Qiagen shares agreeing to tender their shares. Key to the deal falling through was vocal opposition from the hedge fund Davidson Kempner, an activist investor that raised its stake in Qiagen from 3.6% to 8%. The deal collapsed despite Thermo Fisher sweetening its offer to $12.5 billion by raising its per-share offering price from €39 ($43.34) to €43 ($47.98).
Two years later, in 2022, The Wall Street Journal reported that Bio-Rad Laboratories was in talks with Qiagen on a merger deal valued at more than $10 billion, a deal that neither company confirmed at the time.
