Qiagen’s $191 Million acquisition of STAT-Dx

Dechert LLP is advising the selling shareholders on the proposed sale of STAT-Dx, a privately owned Spanish molecular diagnostics company, to QIAGEN N.V

QIAGEN N.V. (NYSE: QGEN; Frankfurt Prime Standard: QIA) announced today it has entered into an agreement to acquire STAT-Dx, a privately-held company developing the next generation of multiplex diagnostics for one-step, fully integrated molecular analysis of common syndromes using a novel system based on real-time PCR technology and proven QIAGEN chemistries.

The system, to be branded as QIAstat-Dx subject to closing of the transaction that is planned for the second quarter of 2018, enables scalable Sample to Insight processing of up to 48 molecular targets simultaneously to diagnose syndromes such as serious respiratory or gastrointestinal infections, as well as for use in oncology. With cost-efficient, easy-to-use assays suitable for any clinical sample type, the system can provide qualitative as well as quantitative insights in about one hour into the precise cause of various syndromes. QIAGEN believes this proprietary system has the capabilities to help drive greater dissemination of molecular testing.

Based on the proprietary DiagCORE® technology, the system was unveiled in April 2017 at the European Congress of Clinical Microbiology (ECCMID) and received a first CE-IVD marking in January 2018. The first two tests, which are extensive respiratory and gastrointestinal (GI) panels, are to be launched in Europe in the second half of 2018, in the U.S. in 2019 following regulatory clearance, and in other markets worldwide pursuant to the respective regulatory timelines. Additional tests are in development that span infectious diseases, immune response monitoring, oncology and companion diagnostics.

Subject to the successful completion of defined development activities by STAT-Dx, QIAGEN has agreed to acquire all shares of STAT-Dx for approximately $147 million in cash and additional payments of up to about $44 million based on the achievement of regulatory and commercial milestones. The acquisition is expected to be completed in the second quarter of 2018 and funded from existing cash reserves. For 2018, sales of about $7 million are expected from the QIAstat-Dx launch in Europe and other markets, while sales of at least $30 million are expected in 2019. Due to investments for commercialization, U.S. regulatory clearance and test development, the transaction is expected to be dilutive to full-year 2018 adjusted EPS by about $0.05 per share, but to be neutral in 2019.

Founded in 2010 in Barcelona, Spain, and backed by a consortium of leading international healthcare investors including Kurma Partners, Idinvest Partners, Gilde Healthcare Ysios Capital, Boehringer Ingelheim Venture Fund, Caixa Capital Risc and Axis, STAT-Dx is focused on the development, manufacturing and commercialization of “Closer to Care” diagnostic solutions in areas where fast and accurate diagnostic results are crucial, such as infectious diseases and critical care.

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), Applied Testing (primarily forensics), Pharma (pharma and biotech companies) and Academia (life sciences research). As of December 31, 2017, QIAGEN employed approximately 4,700 people in over 35 locations worldwide.

Dechert LLP is advising the selling shareholders of STAT-Dx including Kurma Partners, Idinvest Partners, Gilde Healthcare Ysios Capital, Boehringer Ingelheim Venture Fund, Caixa Capital Risc and Axis with Graham Defries (Picture) with support from partner Andrew Harrow, counsel Jonathan Schur, and associates Kenny MacLeod, Isabella Sharpley and Rose Limaye.

Involved fees earner: Graham Defries – Dechert; Andrew Harrow – Dechert; Jonathan Schur – Dechert; Kenny MacLeod – Dechert; Isabella Sharpley – Dechert; Rose Limaye – Dechert;

Law Firms: Dechert;

Clients: Idinvest Partners; Axis Capital Holdings Ltd.; Gilde Healthcare; Boehringer Ingelheim Venture Fund LP; Kurma Partners; Ysios Capital; Caixa Capital Risc;