This Amendment No. 24 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the United States Securities and Exchange Commission on April 28, 2020 (together with any amendments and supplements thereto, the “Schedule TO”) in relation to the tender offer by Quebec B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“Quebec” or the “Bidder”) and a wholly owned subsidiary of Thermo Fisher Scientific Inc., a Delaware corporation (“Thermo Fisher” or “Bidder Parent”), for all ordinary shares, par value €0.01 per share (the “QIAGEN Shares”), of QIAGEN N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands registered with the trade register in The Netherlands under file number 12036979 (“QIAGEN”) at a price of EUR 43.00 per QIAGEN Share, without interest to the holders thereof, payable in cash, upon the terms and subject to the conditions set forth in the offer document dated May 18, 2020 (as amended, including by the Amendment of the Offer, dated July 17, 2020 (the “Offer Amendment,” a copy of which is attached thereto as Exhibit (a)(1)(H) to the Schedule TO), the “Offer Document”), a copy of which is attached thereto as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal (the “Letter of Transmittal”) and declaration of acceptance (the “Declaration of Acceptance”), copies of which are attached thereto as Exhibits (a)(1)(B) and (a)(1)(G) to the Schedule TO, respectively, which, together with any other related materials, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”
This Amendment is being filed solely to amend and supplement items to the extent specifically provided herein. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO, including all exhibits thereto, remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule TO.
Items 1 through 11.
Items 1 through 11 of the Schedule TO are hereby amended and supplemented by adding the following:
On August 13, 2020, the Bidder published an announcement (the “Announcement”) in the German Federal Gazette announcing that as of August 10, 2020, 24:00 hours (Frankfurt am Main local time) / 18:00 hours (New York local time), the end of the Acceptance Period of the Offer, 107,546,187 QIAGEN Shares had been validly tendered for acceptance in accordance with the terms of the Offer and not validly withdrawn, representing 47.02% of the issued and outstanding ordinary share capital of QIAGEN at the end of the Acceptance Period. Accordingly, the Offer has lapsed due to the non-fulfillment of the offer condition set forth in Section 12.1 of the Offer Document. No QIAGEN Shares were purchased by the Bidder. Tendered QIAGEN Shares will be promptly rebooked or returned as described in the Announcement and in Sections 12.11 and 13.2.9 of the Offer Document. An English translation of the Announcement is attached hereto as Exhibit (a)(5)(EE) and is incorporated herein by reference.
On August 13, 2020, Thermo Fisher delivered to QIAGEN a written notice terminating the Business Combination Agreement between Thermo Fisher and QIAGEN (as amended, the “Business Combination Agreement”) in accordance with clause 16.1(b) thereof. In connection with the termination of the Business Combination Agreement, QIAGEN will pay to Thermo Fisher an expense reimbursement payment of $95,000,000 in cash in accordance with the terms of the Business Combination Agreement.
On August 13, 2020, Thermo Fisher issued a press release announcing the lapse of the Offer due to the non-fulfillment of an offer condition and the termination of the Business Combination Agreement. The press release is attached hereto as Exhibit (a)(5)(FF) and is incorporated herein by reference.
