Abstract
Thermo Fisher Scientific terminated its agreement to acquire QIAGEN that the two companies announced in March after the would-be buyer failed to persuade enough QIAGEN shareholders to approve the potentially $12.5 billion deal. Shareholders with only 47% of outstanding QIAGEN shares agreed to support the acquisition deal, which required approval by owners of 66.67% of those shares.
The rejection came despite Thermo Fisher's sweetening the deal by raising its per-share offering price from €39 ($46) to €43 (about $51). That added $1 billion to the deal's potential value from the original $11.5 billion when plans for the acquisition were announced on March 3. Also, QIAGEN reduced the minimum percentage of shares whose owners needed to approve the deal, from 75%.
QIAGEN will pay Thermo Fisher a $95 million cash “expense reimbursement payment” following termination of the deal.
Thermo Fisher had asserted that it would benefit from the deal because acquiring QIAGEN would enable it to expand its molecular diagnostics portfolio with a new SARS-CoV-2 coronavirus test under evaluation in China and other infectious disease tests.
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But the increased demand for COVID-19-releated products and services may have been the death knell for the deal, making QIAGEN owners less likely to tender their shares. According to QIAGEN it benefited from a jump in demand for COVID-19 tests, to which the company attributed its strong second quarter results: net income more than doubled (101%) to $89.8 million year-over-year from $44.7 million, and leaped 75% in the first half of this year to $129.6 million from $74.2 million a year earlier.