Davidson Kempner considers Thermo Fisher Scientific’s offer to acquire QIAGEN to severely undervalue the company and will not tender its shares into the offer.
Davidson Kempner European Partners, LLP (“Davidson Kempner”), a shareholder of QIAGEN N.V. (“QIAGEN”), a global provider of molecular diagnostics and sample preparation technologies, believes that Thermo Fisher Scientific Inc’s (“Thermo Fisher”) offer to acquire QIAGEN at €43/share is wholly inadequate as it fails to reflect the fundamental standalone value of the company. Davidson Kempner will not tender its shares into the offer and encourages other shareholders to reject the offer.
Davidson Kempner is deeply concerned that the revised offer price is still at a material discount to the fair value of QIAGEN of €48-52/share. The current offer fails to reflect the material long-term impact of Covid-19 on the diagnostics industry and the significant Q2 profit upgrade and outlook issued on 13 July 2020. Davidson Kempner is also concerned that the board of directors of QIAGEN has decided to reduce the acceptance condition in return for a price well below fair value.
Davidson Kempner is the sub-adviser to Davidson Kempner Capital Management LP which acts as the discretionary investment manager to various funds which hold (as at 03 August 2020) in aggregate 8.0% of the share capital of QIAGEN.
On 3 March 2020, Thermo Fisher and QIAGEN announced that their boards of directors, as well as the managing board of QIAGEN, had unanimously approved Thermo Fisher’s all cash offer to acquire QIAGEN for €39 per share. The transaction valued QIAGEN at approximately $11.5 billion at the time, including the assumption of c.$1.4 billion of net debt.
On 16 July 2020, Thermo Fisher and QIAGEN announced that they had entered into an amendment to their acquisition agreement, providing for an increase in the offer price to €43.00 per share in cash. The amendment also provided for a reduction of the minimum acceptance threshold from 75% to 66.67% of QIAGEN’s issued and outstanding ordinary share capital at the end of the acceptance period on 10 August 2020, as well as a $95 million expense reimbursement to Thermo Fisher if the minimum acceptance threshold is not met.
About Davidson Kempner
Davidson Kempner Capital Management is a global institutional investment management firm with more than 30 years of experience and a focus on fundamental investing with a multi-strategy approach. Davidson Kempner European Partners, LLP is the UK-based sub-adviser to Davidson Kempner Capital Management LP.