The top-selling group involves molecular assays for the diagnosis and monitoring of mutations of the JAK2 (Janus kinase 2) gene, which is associated with various blood cancers and is targeted by many biotechnology compounds in pharmaceutical R&D. Ipsogen has a competitive advantage based on its exclusive worldwide license for a key mutation of the JAK2 gene, which it obtained in 2006. It has been strengthening intellectual property protection for this key biomarker while building up a group of more than 20 licensed partners around the world. In 2010, for example, the U.S. Patent and Trademark Office granted additional intellectual property claims to Ipsogen for detecting and using the JAK2 V617F mutation for diagnostic purposes.
Ipsogen also is developing the Genomic Grade test (GG), a multigene expression test that seeks to address unmet diagnostic needs for women with early invasive hormone-receptor positive breast cancer.
Upon completion of the offer, Ipsogen's Marseilles site is planned to become a global center of excellence within QIAGEN focused on leukemia and breast cancer, and will also become a center for the development and manufacturing of other molecular tests.
Transaction summary
QIAGEN and a group of Ipsogen shareholders have entered into exclusive negotiations for QIAGEN to purchase approximately 47% of Ipsogen's outstanding shares currently held or controlled by company cofounders and members of the Board of Directors on the basis of QIAGEN's offer at ?ぎ12.90 per share.
In addition, after the signing of the definitive purchase agreement and consummation of the purchase, QIAGEN would launch a process to acquire all remaining shares for ?ぎ12.90 per share. This offer would represent a 71.3% premium to Ipsogen's share price of ?ぎ7.53 on June 13, 2011, the last trading day before this announcement. The total value to fully acquire Ipsogen is valued at approximately ?ぎ70 million (fully diluted). Based on a currency exchange rate of ?ぎ1.00 = $1.44 (market rate as of June 14, 2011), the transaction is valued at approximately $101 million (or approximately six times Ipsogen's anticipated full-year 2012 net sales based on current estimates).
The Ipsogen Board of Directors has favorably welcomed this offer, and the Board members are among the shareholders who have agreed to this exclusivity. The workers' council of Ipsogen is being consulted on the QIAGEN offer for its opinion.
QIAGEN would fund this acquisition from existing cash. The purchase and subsequent public offer are expected to be completed by the end of the third quarter of 2011. On an adjusted basis, which excludes one-time charges and integration costs, and amortization of acquisition-related intangible assets, the transaction would be expected to be slightly dilutive to adjusted EPS in 2012, but accretive to adjusted EPS beginning in 2013.
SOURCE QIAGEN N.V.