QIAGEN and Digene Announce Expiration of Hart-Scott-Rodino Waiting Period
July 17 2007 - 2:00AM
PR Newswire (US)
VENLO, Netherlands and GAITHERSBURG, Md, July 17
/PRNewswire-FirstCall/ -- QIAGEN N.V. (Nasdaq: QGEN; Frankfurt,
Prime Standard: QIA) and Digene Corp. (NASDAQ:DIGE) announced that
the antitrust waiting period required under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976 expired at 11:59 pm EDT on July
16, with respect to the previously announced merger of the two
companies. The expiration of the Hart-Scott-Rodino waiting period
completes the preclosing antitrust review process, satisfying one
of the key conditions required to close the transaction. On June 3,
2007, QIAGEN and Digene announced that they had entered into a
merger agreement, under which QIAGEN will acquire Digene in a
transaction that consists of 55% cash and 45% QIAGEN stock. The
transaction is subject to the tender of a majority of Digene's
common stock on a fully diluted basis before 11:59 p.m. EST on July
20, 2007, unless the offer is extended, as well as approval by
QIAGEN's shareholders, among other conditions. QIAGEN and Digene
expect to complete the transaction in the August/September time
period. About QIAGEN QIAGEN N.V., a Netherlands holding company is
the leading provider of innovative sample and assay technologies
and products. QIAGEN's products are considered standards in areas
such as pre-analytical sample preparation and assay solutions in
research for life sciences, applied testing and molecular
diagnostics. QIAGEN has developed a comprehensive portfolio of more
than 500 proprietary, consumable products and automated solutions
for sample collection, nucleic acid and protein handling,
separation, and purification and open and target specific assays.
The company's products are sold to academic research markets, to
leading pharmaceutical and biotechnology companies, to applied
testing customers (such as in forensics, veterinary, biodefense and
industrial applications) as well as to molecular diagnostics
laboratories. QIAGEN employs more than 1,900 people worldwide.
QIAGEN products are sold through a dedicated sales force and a
global network of distributors in more than 40 countries. In this
press release QIAGEN is using the term molecular diagnostics. The
use of this term is in reference to certain countries, such as the
United States, limited to products subject to regulatory
requirements. Current QIAGEN molecular diagnostics products are 34
EU CE IVD assays, six EU CE IVD sample preparation products, one
510k PAX RNA product, nine China SFDA IVD assays and 98 general
purpose reagents. Further information about QIAGEN can be found at
http://www.qiagen.com/. About Digene A leader in molecular
diagnostics, Digene develops, manufactures and markets proprietary
DNA and RNA tests, with a focus on women's health. The company's
flagship product, the Digene(R) HPV Test, is the only FDA-approved
and CE-marked test for the detection of human papillomavirus, the
cause of essentially all cervical cancers. Digene's product
portfolio also includes tests for the detection of other sexually
transmitted infections, including chlamydia and gonorrhea. Digene
tests are marketed in more than 40 countries worldwide.
Headquartered in Gaithersburg, MD, Digene is traded on NASDAQ under
the symbol DIGE. For more information, visit http://www.digene.com/
and http://www.thehpvtest.com/. Forward-Looking Statements This
communication contains certain forward-looking statements,
including a statement concerning the month in which the parties
expect to complete the transaction. These forward-looking
statements are based on management's current expectations and
estimates and involve risks and uncertainties that could cause
actual results or outcomes to differ materially from those
contemplated by the forward-looking statements. Factors that could
cause or contribute to such differences may include, but are not
limited to, the risk that the conditions relating to the required
minimum tender of Digene shares or regulatory clearance might not
be satisfied in a timely manner or at all, risks relating to the
integration of the technologies and businesses of QIAGEN and
Digene, unanticipated expenditures, changing relationships with
customers, suppliers and strategic partners, conditions of the
economy and other factors described in the most recent reports on
Form 20-F, Form 6-K and other periodic reports filed with or
furnished to the Securities and Exchange Commission by QIAGEN and
the most recent reports on Form 10-K, Form 10-Q, Form 8-K and other
periodic reports filed by Digene with the Securities and Exchange
Commission. Additional Information This announcement is neither an
offer to purchase nor a solicitation of an offer to sell shares of
Digene. QIAGEN has filed a Registration Statement on Form F-4, as
amended, and a Schedule TO, as amended, and Digene has filed a
Solicitation/Recommendation Statement on Schedule 14D-9, as
amended, with the Securities and Exchange Commission in connection
with the transaction. QIAGEN and Digene have commenced an exchange
offer and mailed a Prospectus, which is part of the Registration
Statement on Form F-4, the Solicitation/Recommendation Statement on
Schedule 14D-9 and related exchange offer materials, including a
letter of election and transmittal, to shareholders of Digene.
These documents contain important information about the transaction
and should be read before any decision is made with respect to the
exchange offer. Investors and stockholders may obtain free copies
of these documents through the website maintained by the Securities
and Exchange Commission at http://www.sec.gov/. Free copies of
these documents may also be obtained from QIAGEN, by directing a
request to QIAGEN's IR department at QIAGEN Strasse 1, 40724
Hilden, Germany, or from Digene, by directing a request to Digene
at 1201 Clopper Road, Gaithersburg, MD, 20878. In addition to the
Registration Statement on Form F-4, as amended, the Schedule TO, as
amended, Prospectus, Solicitation/Recommendation Statement on
Schedule 14D-9, as amended, and related exchange offer materials,
both QIAGEN and Digene file or furnish annual, quarterly and
special reports, proxy statements and other information with the
Securities and Exchange Commission. You may read and copy any
reports, statements or other information filed or furnished by
QIAGEN or Digene at the Securities and Exchange Commission's Public
Reference Room at Station Place, 100 F Street, N.E., Washington,
D.C. 20549. You can request copies of these documents by writing to
the Securities and Exchange Commission and paying a fee for the
copying cost. Please call the Securities and Exchange Commission at
1-800-SEC-0330 for more information about the operation of the
Public Reference Room. QIAGEN's and Digene's SEC filings are also
available to the public at the Securities and Exchange Commission's
web site at http://www.sec.gov/, or at their web sites at
http://www.qiagen.com/ or http://www.digene.com/. DATASOURCE:
QIAGEN N.V. CONTACT: Investors, Dr. Solveigh Mahler,
+011-49-2103-29-11710, Media, Dr. Thomas Theuringer,
+011-49-2103-29-11826, both of QIAGEN N.V.; or Investors, Al
Fleury, +1-301-944-7028, Media, Pam Rasmussen, +1-301-944-7196,
both of Digene Web site: http://www.qiagen.com/
http://www.digene.com/ http://www.thehpvtest.com/
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