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QIAGEN to Acquire SABiosciences


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Copyright © Hugin AS 2009. All rights reserved.
2009-11-09 22:07:04 -


London, November , 09, 2009
Corporate news announcement processed and transmitted by Hugin AS.
The issuer is solely responsible for the content of this 
announcement. 
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Transaction adds to QIAGEN's content engine for development of future
diagnostics and boosts the Company's presence in pharma discovery and
                             validation

VENLO, The Netherlands, November 9, 2009 - QIAGEN N.V. (NASDAQ: QGEN;
Frankfurt, Prime Standard: QIA) today announced that it has signed  a
definite  agreement   to   acquire   SABiosciences   Corporation,   a
privately-held   developer   and   manufacturer   of   disease-   and
pathway-focused  PCR  assay   panels.  SABiosciences   is  based   in
Frederick, Maryland (USA),  and employs  a staff of  around 100.  The
transaction is valued at US$90 million in cash (subject to  customary
purchase price adjustments) and is expected to close in late December
2009, following  approval  of  SABiosciences'  stockholders  and  the
expiration   of   the    statutory   waiting    period   under    the
Hart-Scott-Rodino Antitrust Improvements Act of 1976.

SABiosciences  holds   a  leading   position   in  the   design   and
commercialization of disease- and pathway-focused real-time PCR-based
assay panels ("PCR Arrays"), which are widely utilized in  biomedical
research and in the development of future drugs and diagnostics.  The
company's primary product family includes more than 100 real-time PCR
assay panels  designed for  high-performance  analysis of  DNA,  RNA,
epigenetic and  microRNA targets  in biological  pathways  associated
both with  specific diseases  such as  cancer, diabetes,  immune  and
cardiovascular disorders, as well as with pathways such as  apoptosis
(programmed cell death), signal transduction and toxicology.

Solutions focusing  on  the  analysis of  molecular  interactions  in
pathways - a series of actions among molecules in a cell - open up  a
new dimension  for gene  analysis.  Conventional assay  products  are
usually designed for the study of a single gene's expression and  not
offered in complete panels covering all genes of interest  associated
with a specific disease or pathway. SABiosciences, in contrast, is  a
pioneer in the design of preformatted PCR assay panels and focuses on
the biology of entire pathways and interaction of all genes  involved
in a specific  disease. In  a single experiment  users can  therefore
learn how gene activity in their samples correlates with the state of
a disease  of  their  particular interest.  As  such,  SABiosciences'
expertise  and   unique   offering   lie  in   the   biomedical   and
bioinformatics know-how  required to  design  and format  such  assay
panels. Its approach allows biomedical researchers and pharmaceutical
companies to facilitate and  accelerate the discovery and  validation
of biomarkers.

The discovery and validation of biomarkers is also of key interest in
the  development   of   diagnostics.  By   supplying   disease-   and
pathway-focused  panels  to  biomedical  and  pharma  activities   in
discovery and  preclinical research,  QIAGEN  can contribute  to  the
discovery  and   validation   engines  of   biomedical   and   pharma
institutions. This can prompt collaborations around these engines  to
create fast-track approvals to new diagnostic content for prevention,
profiling (as spin-offs of pharmaceutical research), and personalized
healthcare (as an integral interest of the pharmaceutical companies).
The transaction is  therefore also highly  synergistic with  QIAGEN's
recent acquisition of DxS Ltd which has put the Company in a  leading
position in the emerging field of personalized healthcare.

"SABiosciences  is  a  leader  in  design  and  commercialization  of
disease- and pathway-based PCR assay  panels", said Peer Schatz,  CEO
of QIAGEN.  "These  assay  panels  are  designed  for  use  with  and
leveraged by QIAGEN's sample and assay technologies and can be run on
QIAGEN instruments.  Subject to  final closing,  the transaction  can
create great value for both our  strategy in pharma and our  strategy
in  diagnostics.  The  addition  of  SABiosciences  will  boost   our
biological content engine significantly by adding to our position  as
a premium partner for the pharmaceutical  industry and to the use  of
this position to yield diagnostic content for prevention,  profiling,
and, most significantly, personalized healthcare."

"We are very delighted with this merger", said Li Shen, President  of
SABiosciences. "The  combination  of  SABiosciences'  strong  content
development and bioinformatics capability with QIAGEN's leadership in
molecular biology  and its  global  footprint allow  us to  take  our
proven PCR Array technology to  the next level. Together with  QIAGEN
we can roll out  this technology internationally  and bundle it  with
one of  the  industry's  most  reputed  product  portfolios,  thereby
providing even more value to our customers."

SABiosciences' operations are  located in the  immediate vicinity  of
QIAGEN's  North  American  headquarters   based  in  Germantown   and
Gaithersburg, Maryland. This proximity is expected to contribute to a
rapid and smooth integration of SABiosciences into QIAGEN operations.
Subject to the closing of the transaction, QIAGEN intends to  further
expand the  segment of  disease-  and pathway-focused  assay  panels.
QIAGEN also intends to establish  SABiosciences' Frederick site as  a
Center of Excellence in biological  content development and - due  to
the high level  of synergies -  to further grow  the location in  the
near future.

Highlights of the acquisition agreement signed:

  * Subject to SABiosciences' stockholder approval and the expiration
    of the statutory waiting period under the Hart-Scott-Rodino
    Antitrust Improvements Act of 1976.
  * Consideration of US$90 million in cash (subject to customary
    purchase price adjustment).
  * Expected to add revenues of approximately US$24 million in sales
    for 2010. The growth rate on these $24 million in revenues is
    expected above QIAGEN's average growth rate.
  * Expected one-time charges of approximately US$0.02 in earnings
    per share (EPS) in the last quarter of 2009 which primarily
    related to costs and expenses incurred in connection with the
    acquisition such as advisory fees as well as the write-off of
    certain assets.
  * On an adjusted basis excluding one-time charges, integration and
    restructuring costs, and amortization of acquisition related
    intangible assets, the acquisition is expected to be neutral to
    EPS in 2010 and to significantly accretive to adjusted EPS in
    2011.


About QIAGEN:
QIAGEN   N.V.,    a    Netherlands   holding    company,    is    the
leading global provider of  sample  and  assay  technologies.  Sample
technologies are used to  isolate and process  DNA, RNA and  proteins
from biological samples such  as blood or tissue. Assay  technologies
are used  to make  such isolated  bio-molecules visible.  QIAGEN  has
developed and markets more than 500 sample and assay products as well
as automated solutions for such consumables. The company provides its
products to molecular diagnostics laboratories, academic researchers,
pharmaceutical   and    biotechnology    companies,    and    applied
testing customers for  purposes such  as forensics,  animal  or  food
testing   and   pharmaceutical   process   control. QIAGEN's    assay
technologies  include  one  of  the  broadest  panels  of   molecular
diagnostic  tests  available  worldwide.  This  panel  includes   the
digeneHPV Test, which is regarded as a "gold standard" in testing for
high-risk types of human papillomavirus  (HPV), the primary cause  of
cervical cancer, as well as a broad suite of solutions for infectious
disease testing and companion  diagnostics. QIAGEN employs more  than
3,300 people  in over  30  locations worldwide.  Further  information
about QIAGEN can be found at www.qiagen.com/.

About SABiosciences:
SABiosciences Corporation,  a  privately held  biotechnology  company
founded  in  1998,  envisions  a  new  and  systematic  approach   to
biological research in  the post-genomic era.  In recognition of  its
strong performance, SABiosciences has received many awards  including
Inc. 5000 Fastest  Growing Companies (2007  and 2008), The  Scientist
Magazine's  2009  Top  30  Best  Places  to  Work  Award.  For   more
information about SABiosciences, visit www.SABiosciences.com

SAFE HARBOR STATEMENT
Statements contained in  this release that  are not historical  facts
are  forward-looking  statements,  including  statements  about   our
products, markets, strategy  and operating  results. Such  statements
are  based   on  current   expectations   that  involve   risks   and
uncertainties including, but not  limited to, those associated  with:
management of growth and international operations (including currency
fluctuations and logistics),  variability of  our operating  results,
commercial development  of our  markets (including  applied  testing,
clinical  and  academic  research,  proteomics,  women's   health/HPV
testing, molecular diagnostics, personalized healthcare and companion
diagnostics),  our  relationships   with  customers,  suppliers   and
strategic partners, competition, changes in technology,  fluctuations
in  demand,  regulatory  requirements,  identifying,  developing  and
producing integrated  products differentiated  from our  competitors'
products, market  acceptance  of  our products,  and  integration  of
acquired technologies and businesses. For further information,  refer
to our  filings  with  the  SEC,  including  our  latest  Form  20-F.
Information in this release is as of the date of the release, and  we
undertake no duty to update this information unless required by law.
                                # # #

Contacts:


Investor Relations:                      Public Relations:
Dr. Solveigh Mähler                      Dr. Thomas Theuringer
Director Investor Relations              Associate  Director   Public
QIAGEN N.V.                              Relations
+49 2103 29 11710                        QIAGEN GmbH
e-mail:                                  +49-2103-29-11826
solveigh.maehler@qiagen.com              e-mail:
                                         thomas.theuringer@qiagen.com
Albert F. Fleury
Investor Relations North America
QIAGEN N.V.
+1 301 944 7028
e-mail: albert.fleury@qiagen.com


 
--- End of Message ---

Qiagen N.V.
Spoorstraat 50 KJ Venlo Netherlands

WKN: 901626; ISIN: 
NL0000240000; Index: HDAX, MIDCAP, Prime All Share, TECH All Share, 
TecDAX;
Listed: Prime Standard in Frankfurter Wertpapierbörse, Freiverkehr in 
Börse Berlin, 
Freiverkehr in Börse Düsseldorf, Freiverkehr in Hanseatische 
Wertpapierbörse zu Hamburg, 
Freiverkehr in Niedersächsische Börse zu Hannover, Freiverkehr in 
Bayerische Börse München, 
Freiverkehr in Börse Stuttgart;


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