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ots Ad hoc-Service: Qiagen N.V.
QIAGEN Acquires Rapigene Inc.
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Hilden (ots Ad hoc-Service) - The Managing Board of QIAGEN N.V. (Nasdaq: QGENF, Frankfurt, Neuer Markt: QIA) hereby announces it has acquired Rapigene, Inc., an indirect wholly owned subsidiary of Celltech Group PLC (London LSE:CCH) as of December 31, 1999. Located in Bothell, Washington, Rapigene is a leader in the area of innovative, enabling technologies and services in the area for QIAGEN strategically very important area of drug development based on genetic information ('Genomics') including technologies for single nucleotide polymorphism (SNP) analyses.
Under the terms of the agreement QIAGEN has agreed to issue approximately 154,000 shares of its common stock in exchange for 100% of the outstanding equity in Rapigene. Based on an average price per share of QIAGEN common stock as defined in the agreement, the consideration amounts to approximately $12,000,000. The transaction will be accounted for as a purchase as of December 31, 1999. Based on preliminary analysis and subject to review by its independent auditors, QIAGEN intends to record a charge of approximately $4.5 million after tax, or $0.13 per share in its financials for the fourth quarter of 1999 and amortize the remaining goodwill and intangibles of approximately $4.5 million over 10 years starting in the year 2000. The Company expects the transaction to dilute QIAGEN's earnings per share in the year 2000 by approximately $0.02 and to be and accretive in 2001.
The Managing Board of QIAGEN believes, that this acquisition is a demonstration of an often described strategic opportunity to enter into a very fast growing and high-potential segment of nucleic acid analysis for which QIAGEN's customers are seeking solutions by acquiring a highly proprietary and technology leading technology portfolio that can seamlessly integrate with QIAGEN's technologies and be additionally leveraged by QIAGEN's market strength.
Rapigene has built strong and exciting proprietary technology positions in rapidly growing, core areas of genomics such as SNP analysis. As sequencing of the human genome advances, genomics activities are increasingly focusing on exploring how DNA, the genetic blueprint of life, varies from individual to individual. These inherited variations, known as single nucleotide polymorphisms, or SNPs, provide significant information for use in drug development. In addition, SNPs are considered to be useful in predicting an individual's genetic susceptibility to disease and in understanding a patient's reaction to therapies. As a result, genomics-based drug development in Pharma, Ago, Biotech and Academia depends on the availability of efficient tools for the nucleic acid sample preparation and the discovery, validation and detection of SNPs in nucleic acid samples.
Rapigene's core competencies include its Masscode Cleavable Mass Spec Tag technology. This is the first new DNA tagging technology since the discovery of four-color fluorescence. Unlike fluorescence, which is limited to 4-8 analyses at a time, Masscode tags are capable of providing hundreds of simultaneous measurements.
In the field of genomic analysis, use of the Masscode technology, coupled with a standard mass spectroscopy unit, enables a user to obtain over 40,000 measurements per day per instrument. It is highly reliable, reproducible, and cost efficient, at what QIAGEN believes to be an unmatched speed and quality of results. The technology is validated and currently already offered world-wide as a service by Rapigene to leading pharmaceutical, agricultural and genomics companies, as well as academic centers.
In addition, Rapigene has built a range of enabling technologies that can create further powerful packages in combination with certain of QIAGEN's products. These include innovative, enabling technologies that increase the efficiency of handling of nucleic acid microarrays, also known as biochips, and technologies that dramatically improve and control the hybridization reactions incorporated in many types of DNA assays including biochips.
QIAGEN expects significant growth in Rapigene's SNP analysis service business which was initiated only six months ago and that the first products based on Rapigene's technologies will be introduced to QIAGEN's customers in the year 2001.
Rapigene was established in 1998 as the genomics and nucleic acid analysis subsidiary of the Celltech Group. The company's technologies evolved from Darwin Molecular Inc., a company founded leading scientists, and acquired by Chiroscience plc, now a part of Celltech Group PLC, in 1996. Rapigene employs 15 researchers and service people at its facilities in Bothell. Further information on Rapigene can be found at www.rapigene.com.
QIAGEN is today one of the largest companies serving the biotechnology industry and employs over 1000 employees in manufacturing, research, sales, marketing and administration in 12 group companies world-wide. The German group company, which is mainly active in the areas of research and manufacturing, employs over 500 employees. Over half of the Company's consolidated net sales are recorded in the United States of America.
QIAGEN N.V., a Netherlands holding company with subsidiaries in Germany, the United States, Japan, the United Kingdom, Switzerland, France, Australia and Canada, believes it is the world's leading provider of innovative enabling technologies and products for the separation, purification and handling of nucleic acids. The Company has developed a comprehensive portfolio of more than 280 proprietary, consumable products for nucleic acid separation, purification and handling, nucleic acid amplification, as well as automated instrumentation and related services. QIAGEN's products are sold in more than 42 countries throughout the world to academic research markets and also to leading pharmaceutical and biotechnology companies. In addition, the Company is positioning its products for sale into developing commercial markets, including DNA sequencing and genomics, nucleic acid-based molecular diagnostics, and genetic vaccination and gene therapy.
Certain of the statements contained in this news 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 and markets and operating results are forward-looking, such statements are based on current expectations that involve a number of uncertainties and risks. Such uncertainties and risks include, but are not limited to, risks associated with the challenges expected in integrating newly-acquired businesses into QIAGEN's operations, management of growth and international operations (including the effects of currency fluctuations), variability of operating results, the commercial development of the DNA sequencing and genomics market, nucleic acid-based molecular diagnostics market, and genetic vaccination and gene therapy markets, competition, rapid or unexpected changes in technologies, fluctuations in demand for QIAGEN's products (including seasonal fluctuations), difficulties in successfully adapting the Company's products to integrated solutions and producing such products, and the Company's ability to identify and develop new products and to differentiate its products from competitors. For further information, refer to the discussion in reports that the Company has filed with the U.S. Securities and Exchange Commission (SEC).
Contact: Peer M. Schatz, Chief Financial Officer, QIAGEN N.V., 0031 77 320 8400, eMail: email@example.com
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