QIAGEN (“Company”) and the EQT XI fund (“EQT Private Equity”) announced an agreement under which Crown NL Bidco B.V.  (the “Bidder”) announced its decision to make an all-cash voluntary public takeover offer for the acquisition of all outstanding QIAGEN shares at €46.50 per share.

Information from QIAGEN:

The Bidder is a holding company indirectly controlled by EQT XI fund with further indirect participations held by co-investors Luxinva S.A. (a wholly-owned subsidiary of the Abu Dhabi Investment Authority (ADIA)), and CPP Investment Board Europe Inc. (a wholly-owned subsidiary of Canada Pension Plan Investment Board (CPP Investments)). EQT Private Equity is managed and controlled by affiliates of EQT AB with registered seat in Stockholm, Sweden (“EQT”).

The Takeover Offer follows a comprehensive review by QIAGEN’s Supervisory Board and Managing Board (together the “QIAGEN Boards”) that assessed QIAGEN’s strategic prospects and included discussions with both strategic and financial parties. The QIAGEN Boards believe the transaction will provide the best environment for QIAGEN’s next growth phase, giving QIAGEN greater flexibility to invest for the long term under private ownership while providing shareholders with attractive and certain cash value.

The Bidder will offer QIAGEN shareholders €46.50 in cash for each QIAGEN share (the “Offer Price”), which represents an attractive premium of 40.3% to the XETRA closing price of €33.15 per QIAGEN share on 8 July 2026, the last trading day prior to the publication of market reports regarding takeover interest from private equity firms, and 46.9% to the three-month volume-weighted average price (VWAP) on XETRA of €31.66 per QIAGEN share up to and including 8 July 2026.

The transaction values QIAGEN at approximately €10.8 billion in enterprise value (approximately $12.1 billion at current exchange rates, including approximately $1.1 billion of net debt).

The QIAGEN Boards unanimously concluded that the transaction is in the best interest of QIAGEN and its business, taking into account the interests of QIAGEN's stakeholders.

As part of the Business Combination Agreement (the “BCA”), EQT Private Equity has agreed to support QIAGEN's long-term development, including commitments relating to QIAGEN's strategy, business, key brands, operational footprint, R&D activities, employee arrangements, prudent financing and culture of excellence. Following completion of the transaction, QIAGEN will continue to operate under the QIAGEN name and brand.

The QIAGEN Boards unanimously approved the BCA and support the transaction.

The QIAGEN Boards have carefully considered the Takeover Offer and certain corporate measures to be implemented after closing of the Takeover Offer that will enable the Bidder to acquire full ownership of the entire business of QIAGEN (the “Post-Closing Measures”).

Under the terms of and subject to the conditions of the BCA, the QIAGEN Boards will recommend that QIAGEN shareholders tender their shares into the Takeover Offer and vote in favor of the resolutions relating to the Post-Closing Measures and associated governance matters at an Extraordinary General Meeting to be held during the initial acceptance period (the “EGM”). Their formal recommendation will be published in a position statement after the Bidder publishes the offer document (the “Offer Document”).

The Takeover Offer will be subject to a minimum acceptance threshold of 50% of the Company’s outstanding share capital plus one share, the adoption of certain resolutions at the EGM, including approval of the Post-Closing Measures, the adoption of a separate decision by the QIAGEN Boards to implement the Post-Closing Measures (the “Implementation Decision”), merger control and foreign investment clearances, and certain further conditions, which will be set forth in the Offer Document.

The implementation of the Post-Closing Measures will result in the Bidder acquiring full ownership of the entire business of the Company, and all shareholders of QIAGEN who have not accepted the Takeover Offer receiving a cash distribution in an amount per share equal to the Offer Price less applicable withholding taxes, which may result in a lower net amount being received than if such shareholders had accepted the Takeover Offer. In connection with the implementation of the Post-Closing Measures, the listings of QIAGEN shares on the FSE and the NYSE will be terminated.

Under the BCA, the QIAGEN Boards will take the Implementation Decision if the Post-Closing Measures have been approved at the EGM by at least 80% of the votes cast. Otherwise, the QIAGEN Boards may still take the Implementation Decision if they determine, in accordance with their fiduciary duties, that proceeding with the transaction, including the Post-Closing Measures, is in the best interest of QIAGEN, taking into account the interests of its shareholders and other stakeholders and subject to the support of a substantial majority of its shareholder base.

In determining whether the transaction has the support of a substantial majority of its shareholder base and whether the voting results provide a balanced reflection of the underlying shareholder support, the QIAGEN Boards may consider, amongst other things, the percentage of votes cast in favor of the Post-Closing Measures, attendance at the EGM, as well as the number of votes cast in favor of the Post-Closing Measures by longer-term shareholders compared to those who acquired shares subsequent to the announcement with the aim of frustrating the transaction or pursuing event-driven hedge fund strategies.

Closing of the Takeover Offer is currently expected in mid-2027. If closing has not occurred within 10 months of the date of this announcement because required regulatory approvals remain pending, QIAGEN may elect under the BCA to pay shareholders an interim dividend of up to $0.47 per share. Any such interim dividend would not be deducted from the Offer Price.

Until closing of the Takeover Offer, QIAGEN will continue to operate as an independent company under its current management.

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