QIAGEN announces details for completion of synthetic share repurchase of up to approximately $300 million
18 Januar 2024 - 10:05PM
QIAGEN N.V. (NYSE: QGEN; Frankfurt Prime Standard: QIA) today
announced details for completion of the synthetic share repurchase
plan to return up to approximately $300 million that combines a
direct capital repayment to QIAGEN shareholders with a reverse
stock split.
The repayment from existing cash reserves is
expected to lead to an approximately 3% reduction in the number of
issued shares (based on current share price).
The terms of the synthetic share repurchase are
as follows:
-
Every 25 issued QIAGEN shares will be consolidated into 24.25
QIAGEN shares, leading to a reduction of approximately 6.9 million
shares from the level of 230.8 million shares at the end of
2023.
-
Following the implementation of the consolidation, QIAGEN will
repay capital to shareholders of record in the amount of $1.28 per
pre-split share. (As the par-value of QIAGEN shares is denominated
in euros, the amount of the capital decrease and repayment in the
respective notarial deeds will also be denominated in euros. The
payment, however, will be made in U.S. dollars.)
The last day of trading of the pre-split shares
on the New York Stock Exchange and the Frankfurt Stock Exchange is
planned to be Monday, January 29, 2024. Beginning on Tuesday,
January 30, 2024, the consolidated QIAGEN shares, excluding the
entitlement to the capital repayment, are expected to begin trading
on the Frankfurt Stock Exchange (QIA) and on the NYSE (QGEN) under
the Company’s current ticker symbols. In addition, the post-split
shares will carry the following new security identifiers:
ISIN:
NL0015001WM6
CUSIP:
N72482 149
WKN:
A40 0D5
Technical details regarding settlement
mechanics
Shareholders holding their QIAGEN shares in
brokerage accounts in the United States will have their holdings
automatically consolidated in line with the consolidation ratio
described above, whereby any fractional shares are planned to be
sold and proceeds deposited in their account, effective as of close
of business at 4:00 p.m. EST on Monday, January 29, 2024 (the
“Effective Date” and the last trading day of the prior ISIN / CUSIP
/ WKN).
The capital repayment is planned to be made via
Depository Trust Company to the respective brokerage accounts of
the shareholders in the subsequent days. Unsettled market trades as
of the Effective Date are planned to be reconciled by Depository
Trust Company and settled in line with market practice (with the
“Repayment Record Date” being January 31, 2024).
For shareholders who hold their QIAGEN shares in
Germany and elsewhere in Europe directly or indirectly via
Clearstream Banking AG, these holdings are expected to be
consolidated through their banks, broker and custodians as of close
of business European time on Monday, January 29, 2024. The capital
repayment for these shareholders is expected to also be made in the
subsequent days. Any fractional shares will be sold and deposited
in their account.
Shareholders holding their QIAGEN shares in
registered form directly at Equiniti (formerly American Stock
Transfer and Trust Company ("AST")) are planned to have their
holdings automatically consolidated in line with the consolidation
ratio described above by processing in the register held by
Equiniti, effective as of the Effective Date, and receive the
capital repayment in their bank account known to the Company.
Shareholders are advised to consult with their
bank or broker with any questions on the reverse stock split and
the capital repayment.
Shareholders with questions about their tax
status are advised to consult with their local tax advisor.
About QIAGEN
QIAGEN N.V., a Netherlands-based holding
company, is the leading global provider of Sample to Insight
solutions that enable customers to gain valuable molecular insights
from samples containing the building blocks of life. Our sample
technologies isolate and process DNA, RNA and proteins from blood,
tissue and other materials. Assay technologies make these
biomolecules visible and ready for analysis. Bioinformatics
software and knowledge bases interpret data to report relevant,
actionable insights. Automation solutions tie these together in
seamless and cost-effective workflows. QIAGEN provides solutions to
more than 500,000 customers around the world in Molecular
Diagnostics (human healthcare) and Life Sciences (academia, pharma
R&D and industrial applications, primarily forensics). As of
September 30, 2023, QIAGEN employed more than 6,000 people in over
35 locations worldwide. Further information can be found at
http://www.qiagen.com.
Forward-Looking Statement
Certain statements contained in this press
release may be considered forward-looking statements within the
meaning of Section 27A of the U.S. Securities Act of 1933, as
amended, and Section 21E of the U.S. Securities Exchange Act of
1934, as amended. To the extent that any of the statements
contained herein relating to QIAGEN's products, including those
products used in the response to the COVID-19 pandemic, timing for
launch and development, marketing and/or regulatory approvals,
financial and operational outlook, growth and expansion,
collaborations, markets, strategy or operating results, including
without limitation its expected adjusted net sales and adjusted
diluted earnings results, are forward-looking, such statements are
based on current expectations and assumptions that involve a number
of uncertainties and risks. Such uncertainties and risks include,
but are not limited to, risks associated with management of growth
and international operations (including the effects of currency
fluctuations, regulatory processes and dependence on logistics),
variability of operating results and allocations between customer
classes, the commercial development of markets for our products to
customers in academia, pharma, applied testing and molecular
diagnostics; changing relationships with customers, suppliers and
strategic partners; competition; rapid or unexpected changes in
technologies; fluctuations in demand for QIAGEN's products
(including fluctuations due to general economic conditions, the
level and timing of customers' funding, budgets and other factors);
our ability to obtain regulatory approval of our products;
difficulties in successfully adapting QIAGEN's products to
integrated solutions and producing such products; the ability of
QIAGEN to identify and develop new products and to differentiate
and protect our products from competitors' products; market
acceptance of QIAGEN's new products and the integration of acquired
technologies and businesses; actions of governments, global or
regional economic developments, weather or transportation delays,
natural disasters, political or public health crises, including the
breadth and duration of the COVID-19 pandemic and its impact on the
demand for our products and other aspects of our business, or other
force majeure events; as well as the possibility that expected
benefits related to recent or pending acquisitions may not
materialize as expected; and the other factors discussed under the
heading “Risk Factors” contained in Item 3 of our most recent
Annual Report on Form 20-F. For further information, please refer
to the discussions in reports that QIAGEN has filed with, or
furnished to, the U.S. Securities and Exchange Commission.
Source: QIAGEN N.V.Category: Financial
John Gilardi
QIAGEN N.V.
+49 2103 29 11711
ir@qiagen.com
Phoebe Loh
QIAGEN N.V.
+49 2103 29 11457
ir@qiagen.com
Thomas Theuringer
QIAGEN N.V.
+49 2103 29 11826
pr@qiagen.com
Daniela Berheide
QIAGEN N.V.
+49 2103 29 11676
pr@qiagen.com
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