DGAP-Ad-hoc: QIAGEN N.V. / Key word(s): Issue of Debt
QIAGEN N.V.: QIAGEN N.V. launches non-U.S. offering of net share settled convertible bonds and solicits offers from non-U.S. holders to sell any and all of the outstanding convertible notes due 2021
10-Dec-2020 / 07:49 CET/CEST
Disclosure of an inside information acc. to Article 17 MAR of the Regulation (EU) No 596/2014, transmitted by DGAP - a service of EQS Group AG.
The issuer is solely responsible for the content of this announcement.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION INTO OR IN THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL. NOT FOR DISTRIBUTION TO ANY U.S. PERSON. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT.
Ad-hoc announcement pursuant to Art. 17 MAR
QIAGEN N.V. launches non-U.S. offering of net share settled convertible bonds and solicits offers from non-U.S. holders to sell any and all of the outstanding convertible notes due 2021
Venlo, The Netherlands, December 10, 2020 - The Managing Board and Supervisory Board of QIAGEN N.V. (NYSE: QGEN; Frankfurt Prime Standard: QIA) ("QIAGEN" or the "Company") have resolved today to issue senior, unsecured net share settled convertible bonds, which may be converted in part into ordinary shares of the Company ("Shares"), due 2027 (the "New Bonds"). Concurrently, QIAGEN announces that it invites holders of QIAGEN's outstanding 0.875% convertible notes due 2021 (ISIN: XS1046477581; the "2021 Notes") outside the United States to sell any and all of the outstanding USD 177.2 million remaining aggregate principal amount.
The New Bonds Offering
QIAGEN intends to issue the New Bonds in minimum denominations of USD 200,000 each, in an aggregate volume of USD 450 million and in reliance on Regulation S through a private placement to institutional investors that are not U.S. persons only outside the United States of America, Australia, South Africa and Japan. The number of Shares underlying the New Bonds will be approximately 6.1 million, representing approximately 2.7% of the Company's current issued and outstanding share capital (subject to any adjustment of the conversion price pursuant to the terms and conditions of the New Bonds).
The Company plans to issue the New Bonds with a maturity of 7 years. The New Bonds will be issued between 100% and 102% of their principal amount, corresponding to a yield-to-maturity of minus 0.28% to 0.0%, will not bear interest and, unless previously converted, redeemed or repurchased and cancelled, will be redeemed at par value. The Company may redeem all, but not only some, of the New Bonds outstanding at their principal amount with effect on or after December 17, 2025 if the price of a Share is equal to or exceeds 130% of the prevailing conversion price on each trading day within a certain period, or if 20% or less of the aggregate principal amount of the New Bonds originally issued are outstanding and held by persons other than the Company and its subsidiaries. Holders of the New Bonds will be entitled to require an early redemption of their New Bonds at the principal amount on the 5th anniversary of their issue.
The initial conversion price is expected to be set at a 45% to 55% premium over the reference share price. The reference share price will be equal to the arithmetic average of the daily volume weighted average prices of the Shares on the 2 consecutive trading days commencing on December 10, 2020 on the New York Stock Exchange. The conversion premium of the New Bonds is expected to be determined today. The final terms of the New Bonds will be determined at final pricing, expected to occur on December 11, 2020. In the event of an exercise of their conversion right, holders of the New Bonds will receive a cash amount equivalent to the par value of the New Bonds, plus a number of Shares such that the sum of the cash amount and value of Shares delivered is equivalent to the value of the Shares underlying the New Bonds, as determined in the terms and conditions. The expected settlement date of the New Bonds is December 17, 2020, and application will be made for the New Bonds to be admitted to trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange.
QIAGEN intends to use the net proceeds from the issuance of the New Bonds to finance the repurchase of the 2021 Notes pursuant to the Invitation described below, and for the settlement or unwind of the warrants related to the 2021 Notes as well as for general corporate purposes, including the early repayment of debt.
Under the terms of the offering of the New Bonds (the "New Bonds Offering"), QIAGEN will agree not to sell any securities that are substantially similar to the New Bonds or its Shares for a lock-up period ending 90 days following the settlement date, subject to certain exceptions and waiver by the joint global coordinators in respect of the New Bonds Offering.
The Invitation to Sell the 2021 Notes (the "Invitation")
Eligible holders of the 2021 Notes that are not persons located or resident in the United States or persons acting for the account or benefit of such persons (each an "Invited Holder") will be invited to sell their 2021 Notes for cash. The Company is not obliged and may in its full discretion accept offers to sell any and all of the outstanding 2021 Notes, i.e. USD 177.2 million in aggregate principal amount of the 2021 Notes.
The Invitation commences on December 10, 2020, 8:00 a.m. CET, and will expire at 5:30 p.m. CET on December 10, 2020, unless amended, extended, re-opened or terminated by the Company (such time and date, as the same may be extended).
Holders accepting the invitation will be eligible to receive a purchase price per 2021 Note equal to the arithmetic average of each of the daily volume weighted average prices of the Shares on the New York Stock Exchange, multiplied by the prevailing conversion ratio applicable on each such day, on the 2 consecutive trading days commencing on December 10, 2020.
The settlement of the Invitation is expected to take place on the same day as the settlement of the New Bonds Offering.
In connection with any repurchase of 2021 Notes, QIAGEN intends to unwind privately negotiated convertible note hedge and warrant transactions associated with the 2021 Notes with one or more counterparties to the transactions or their affiliates.
5912 PL Venlo
Frankfurt Stock Exchange, Regulated Market (Prime Standard)
THE CONTENTS OF THIS ANNOUNCEMENT HAVE BEEN PREPARED BY AND ARE THE SOLE RESPONSIBILITY OF QIAGEN AND THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT IS FOR BACKGROUND PURPOSES ONLY AND DOES NOT PURPORT TO BE FULL OR COMPLETE. NO RELIANCE MAY BE PLACED BY ANY PERSON FOR ANY PURPOSE ON THE INFORMATION CONTAINED IN THIS ANNOUNCEMENT OR ITS ACCURACY, FAIRNESS OR COMPLETENESS.
THE DISTRIBUTION OF THIS ANNOUNCEMENT AND THE OFFER AND SALE OF THE NEW BONDS IN CERTAIN JURISDICTIONS MAY BE RESTRICTED BY LAW. THE NEW BONDS MAY NOT BE OFFERED TO THE PUBLIC IN ANY JURISDICTION IN CIRCUMSTANCES WHICH WOULD REQUIRE THE PREPARATION OR REGISTRATION OF ANY PROSPECTUS OR OFFERING DOCUMENT RELATING TO THE NEW BONDS IN SUCH JURISDICTION. NO ACTION HAS BEEN TAKEN BY QIAGEN OR ANY OTHER PARTY INVOLVED IN THE OFFERING OR ANY OF THEIR RESPECTIVE AFFILIATES THAT WOULD PERMIT AN OFFERING OF THE NEW BONDS OR POSSESSION OR DISTRIBUTION OF THIS ANNOUNCEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING TO THE NEW BONDS IN ANY JURISDICTION WHERE ACTION FOR THAT PURPOSE IS REQUIRED. PERSONS INTO WHOSE POSSESSION THIS ANNOUNCEMENT COMES ARE REQUIRED TO INFORM THEMSELVES ABOUT AND TO OBSERVE ANY SUCH RESTRICTIONS.
THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR FORM A PART OF AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO PURCHASE ANY SECURITY OF QIAGEN IN THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER OR SOLICITATION IS UNLAWFUL. THE NEW BONDS DESCRIBED IN THIS ANNOUNCEMENT HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY APPLICABLE STATE OR FOREIGN SECURITIES LAWS. THE SECURITIES DESCRIBED IN THIS ANNOUNCEMENT MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO ANY U.S. PERSON ABSENT REGISTRATION OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT. THERE SHALL BE NO PUBLIC OFFERING OF THE NEW BONDS IN THE UNITED STATES OR ELSEWHERE.
NEITHER THIS ANNOUNCEMENT NOR ANY COPY OF IT MAY BE TAKEN, TRANSMITTED OR DISTRIBUTED, DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES, AUSTRALIA, JAPAN, SOUTH AFRICA OR ANY OTHER STATE OR JURISDICTION IN WHICH SUCH ACTION WOULD BE UNLAWFUL. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF UNITED STATES, AUSTRALIAN, JAPANESE, SOUTH AFRICAN OR OTHER APPLICABLE SECURITIES LAWS.
FOR READERS IN CANADA: THE NEW BONDS DESCRIBED IN THIS ANNOUNCEMENT MAY ONLY BE DISTRIBUTED TO INVESTORS IN CANADA PURSUANT TO AN EXEMPTION FROM THE PROSPECTUS REQUIREMENTS OF CANADIAN SECURITIES LAWS. ONLY PROSPECTIVE INVESTORS IN ONTARIO, QUÉBEC, BRITISH COLUMBIA, ALBERTA AND MANITOBA THAT QUALIFY AS "ACCREDITED INVESTORS" AND ADDITIONALLY ALSO QUALIFY AS "PERMITTED CLIENTS" WITHIN THE MEANING OF APPLICABLE CANADIAN SECURITIES LAWS WILL BE ELIGIBLE TO PURCHASE THE NEW BONDS. EACH PROSPECTIVE INVESTOR IN CANADA WILL BE REQUIRED TO ACCEPT A REPRESENTATION LETTER CONFIRMING ITS ELIGIBILITY AND PROVIDING CERTAIN ADDITIONAL ACKNOWLEDGEMENTS, REPRESENTATIONS AND WARRANTIES.
FOR READERS IN THE EUROPEAN ECONOMIC AREA ("EEA") AND THE UNITED KINGDOM: THIS ANNOUNCEMENT, THE NEW BONDS OFFERING AND THE INVITATION ARE ONLY ADDRESSED TO AND DIRECTED, IN THE UNITED KINGDOM AND MEMBER STATES OF THE EEA, AT PERSONS WHO ARE "QUALIFIED INVESTORS" WITHIN THE MEANING OF THE PROSPECTUS REGULATION ("QUALIFIED INVESTORS") AND HAVE BEEN PREPARED ON THE BASIS THAT ANY OFFERING OF NEW BONDS IN ANY MEMBER STATE OF THE EEA OR THE UK WILL BE MADE PURSUANT TO AN EXEMPTION UNDER THE PROSPECTUS REGULATION FROM THE REQUIREMENT TO PUBLISH A PROSPECTUS FOR OFFERS OF BONDS. THE TERM "PROSPECTUS REGULATION" MEANS REGULATION (EU) 2017/1129 (AS MAY BE AMENDED OR RESTATED FROM TIME TO TIME).
FOR READERS IN THE UNITED KINGDOM: THIS COMMUNICATION IS BEING DISTRIBUTED ONLY TO, AND IS DIRECTED ONLY AT (I) PERSONS WHO ARE OUTSIDE THE UNITED KINGDOM OR (II) QUALIFIED INVESTORS WHO HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(5) ("INVESTMENT PROFESSIONALS") OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (THE "ORDER") OR (III) QUALIFIED INVESTORS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS ETC.") OF THE ORDER; OR (IV) ANY OTHER PERSON TO WHOM IT MAY LAWFULLY BE COMMUNICATED (ALL SUCH PERSONS IN (I) TO (IV) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THE NEW BONDS ARE ONLY AVAILABLE TO, AND ANY INVITATION, OFFER OR AGREEMENT TO SUBSCRIBE, PURCHASE OR OTHERWISE ACQUIRE SUCH NEW BONDS WILL BE ENGAGED IN ONLY WITH, RELEVANT PERSONS. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON (I) IN THE UNITED KINGDOM, BY ANY PERSONS WHO ARE NOT RELEVANT PERSONS AND (II) IN ANY MEMBER STATE OF THE EEA, BY PERSONS WHO ARE NOT QUALIFIED INVESTORS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO (A) RELEVANT PERSONS IN THE UNITED KINGDOM AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS IN THE UNITED KINGDOM AND (B) QUALIFIED INVESTORS IN MEMBER STATES OF THE EEA.
MIFID II PROFESSIONALS / ECPS-ONLY (ALL DISTRIBUTION CHANNELS) / NO PRIIPS KID
SOLELY FOR THE PURPOSES OF THE PRODUCT GOVERNANCE REQUIREMENTS CONTAINED WITHIN: (A) EU DIRECTIVE 2014/65/EU ON MARKETS IN FINANCIAL INSTRUMENTS, AS AMENDED ("MIFID II"); (B) ARTICLES 9 AND 10 OF COMMISSION DELEGATED DIRECTIVE (EU) 2017/593 SUPPLEMENTING MIFID II; AND (C) LOCAL IMPLEMENTING MEASURES (TOGETHER, THE "MIFID II PRODUCT GOVERNANCE REQUIREMENTS"), AND DISCLAIMING ALL AND ANY LIABILITY, WHETHER ARISING IN TORT, CONTRACT OR OTHERWISE, WHICH ANY "MANUFACTURER" (FOR THE PURPOSES OF THE MIFID II PRODUCT GOVERNANCE REQUIREMENTS) MAY OTHERWISE HAVE WITH RESPECT THERETO, THE NEW BONDS HAVE BEEN SUBJECT TO A PRODUCT APPROVAL PROCESS WHICH HAS LED TO THE CONCLUSION THAT: (I) THE TARGET MARKET FOR THE NEW BONDS IS ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ONLY, EACH AS DEFINED IN MIFID II; AND (II) ALL CHANNELS FOR DISTRIBUTION OF THE NEW BONDS TO ELIGIBLE COUNTERPARTIES AND PROFESSIONAL CLIENTS ARE APPROPRIATE. ANY PERSON SUBSEQUENTLY OFFERING, SELLING OR RECOMMENDING THE NEW BONDS (A "DISTRIBUTOR") SHOULD TAKE INTO CONSIDERATION THE MANUFACTURERS' TARGET MARKET ASSESSMENT; HOWEVER, A DISTRIBUTOR SUBJECT TO MIFID II IS RESPONSIBLE FOR UNDERTAKING ITS OWN TARGET MARKET ASSESSMENT IN RESPECT OF THE NEW BONDS (BY EITHER ADOPTING OR REFINING THE MANUFACTURERS' TARGET MARKET ASSESSMENT) AND DETERMINING APPROPRIATE DISTRIBUTION CHANNELS.
THE TARGET MARKET ASSESSMENT IS WITHOUT PREJUDICE TO THE REQUIREMENTS OF ANY CONTRACTUAL OR LEGAL SELLING RESTRICTIONS IN RELATION TO ANY OFFERING OF THE NEW BONDS. FOR THE AVOIDANCE OF DOUBT, THE TARGET MARKET ASSESSMENT DOES NOT CONSTITUTE: (A) AN ASSESSMENT OF SUITABILITY OR APPROPRIATENESS FOR THE PURPOSES OF MIFID II; OR (B) A RECOMMENDATION TO ANY INVESTOR OR GROUP OF INVESTORS TO INVEST IN, OR PURCHASE, OR TAKE ANY OTHER ACTION WHATSOEVER WITH RESPECT TO THE NEW BONDS.
THE NEW BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED KINGDOM. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF MIFID II; OR (II) A CUSTOMER WITHIN THE MEANING OF DIRECTIVE (EU) 2016/97 (AS AMENDED, THE "INSURANCE DISTRIBUTION DIRECTIVE"), WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. CONSEQUENTLY NO KEY INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 AS AMENDED ("PRIIPS REGULATION") FOR OFFERING OR SELLING THE NEW BONDS OR OTHERWISE MAKING THEM AVAILABLE TO RETAIL INVESTORS IN THE EEA OR THE UNITED KINGDOM HAS BEEN PREPARED AND THEREFORE OFFERING OR SELLING THE NEW BONDS OR OTHERWISE MAKING THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR THE UNITED KINGDOM MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
10-Dec-2020 CET/CEST The DGAP Distribution Services include Regulatory Announcements, Financial/Corporate News and Press Releases.
Archive at www.dgap.de