Key Takeaways
- • EQT Private Equity, through the EQT XI fund and Crown NL Bidco B.V., agreed with QIAGEN N.V. (NYSE: QGEN; Frankfurt: QIA) on a recommended all-cash voluntary public takeover offer at €46.50 per share.
- • The offer represents a 40.3% premium to the XETRA close of €33.15 on 8 July 2026 and a 46.9% premium to the three-month VWAP of €31.66.
- • The transaction values QIAGEN at approximately €10.8 billion (about $12.1 billion) in enterprise value, including roughly $1.1 billion of net debt.
- • ADIA (via Luxinva S.A.) and CPP Investments (via CPP Investment Board Europe Inc.) are co-investors alongside EQT XI, and the offer is not subject to a financing condition.
- • Closing is currently expected in mid-2027, subject to a 50% minimum acceptance threshold, an EGM approval of Post-Closing Measures, merger control and foreign investment clearances, and BaFin approval of the Offer Document.
Summary
QIAGEN N.V. and EQT Private Equity announced a Business Combination Agreement under which Crown NL Bidco B.V. (the Bidder), an indirect holding vehicle controlled by the EQT XI fund, will launch an all-cash voluntary public takeover offer for all outstanding QIAGEN shares at €46.50 per share. The offer price represents a 40.3% premium to the XETRA closing price of €33.15 on 8 July 2026, the last trading day before market reports surfaced regarding private equity takeover interest, and a 46.9% premium to the three-month volume-weighted average price of €31.66 on XETRA. The transaction values QIAGEN at approximately €10.8 billion in enterprise value, or about $12.1 billion at current exchange rates, including approximately $1.1 billion of net debt.
The QIAGEN Supervisory Board and Managing Board, which together assessed the company's strategic prospects and held discussions with both strategic and financial parties, unanimously concluded the transaction is in the best interest of QIAGEN and its stakeholders. Stephen H. Rusckowski, Chairman of the Supervisory Board, said the deal offers shareholders compelling value, while CEO Jonathan M. Pratt said private ownership would allow the company to move faster and deploy resources toward its most attractive opportunities. CFO Roland Sackers described EQT as a partner that shares QIAGEN's strategic priorities. On the EQT side, Partner Matteo Thun-Hohenstein and Michael Bauer, Global Co-Head of Healthcare, described the deal as a landmark transaction for the firm.
Co-investors Luxinva S.A., a wholly owned subsidiary of the Abu Dhabi Investment Authority, and CPP Investment Board Europe Inc., a subsidiary of CPP Investments, hold further indirect participations in the Bidder. EQT, which manages €354 billion in assets and has invested over €30bn across more than 210 healthcare companies, has committed to long-term support of QIAGEN's strategy, R&D, employees, brands and operational footprint, and QIAGEN will continue to operate under its name. Committed equity and debt financing is in place, and the offer carries no financing condition. Morgan Stanley, Jefferies, Deutsche Bank, SMBC, Crédit Agricole and UniCredit are bookrunners and mandated lead arrangers for the committed debt.
The offer is conditional on a minimum acceptance threshold of 50% of outstanding share capital plus one share, EGM adoption of certain resolutions including the Post-Closing Measures, a separate Implementation Decision by the QIAGEN Boards, and merger control and foreign investment clearances. Post-Closing Measures would allow the Bidder to acquire full ownership, with non-tendering shareholders receiving a cash distribution equal to the Offer Price less applicable withholding taxes, and the FSE and NYSE listings would be terminated. Implementation is automatic if at least 80% of votes cast at the EGM approve, while lower support would still allow the Boards to proceed if they deem it in QIAGEN's best interest, subject to substantial shareholder support. The Boards may weigh votes from longer-term shareholders against those of investors who acquired shares after the announcement with the aim of frustrating the transaction or pursuing event-driven strategies. Closing is currently expected in mid-2027; if regulatory approvals remain pending 10 months after announcement, QIAGEN may pay an interim dividend of up to $0.47 per share, which would not reduce the Offer Price.
The Offer Document is subject to BaFin approval, after which the acceptance period begins and the Bidder will commence a U.S. tender offer with a Schedule TO filed with the SEC. Moelis & Company and Goldman Sachs Bank Europe SE are financial advisors to QIAGEN, Perella Weinberg Partners advises the Supervisory Board, and De Brauw Blackstone Westbroek, Linklaters and Davis Polk & Wardwell act as legal counsel.
The QIAGEN Supervisory Board and Managing Board, which together assessed the company's strategic prospects and held discussions with both strategic and financial parties, unanimously concluded the transaction is in the best interest of QIAGEN and its stakeholders. Stephen H. Rusckowski, Chairman of the Supervisory Board, said the deal offers shareholders compelling value, while CEO Jonathan M. Pratt said private ownership would allow the company to move faster and deploy resources toward its most attractive opportunities. CFO Roland Sackers described EQT as a partner that shares QIAGEN's strategic priorities. On the EQT side, Partner Matteo Thun-Hohenstein and Michael Bauer, Global Co-Head of Healthcare, described the deal as a landmark transaction for the firm.
Co-investors Luxinva S.A., a wholly owned subsidiary of the Abu Dhabi Investment Authority, and CPP Investment Board Europe Inc., a subsidiary of CPP Investments, hold further indirect participations in the Bidder. EQT, which manages €354 billion in assets and has invested over €30bn across more than 210 healthcare companies, has committed to long-term support of QIAGEN's strategy, R&D, employees, brands and operational footprint, and QIAGEN will continue to operate under its name. Committed equity and debt financing is in place, and the offer carries no financing condition. Morgan Stanley, Jefferies, Deutsche Bank, SMBC, Crédit Agricole and UniCredit are bookrunners and mandated lead arrangers for the committed debt.
The offer is conditional on a minimum acceptance threshold of 50% of outstanding share capital plus one share, EGM adoption of certain resolutions including the Post-Closing Measures, a separate Implementation Decision by the QIAGEN Boards, and merger control and foreign investment clearances. Post-Closing Measures would allow the Bidder to acquire full ownership, with non-tendering shareholders receiving a cash distribution equal to the Offer Price less applicable withholding taxes, and the FSE and NYSE listings would be terminated. Implementation is automatic if at least 80% of votes cast at the EGM approve, while lower support would still allow the Boards to proceed if they deem it in QIAGEN's best interest, subject to substantial shareholder support. The Boards may weigh votes from longer-term shareholders against those of investors who acquired shares after the announcement with the aim of frustrating the transaction or pursuing event-driven strategies. Closing is currently expected in mid-2027; if regulatory approvals remain pending 10 months after announcement, QIAGEN may pay an interim dividend of up to $0.47 per share, which would not reduce the Offer Price.
The Offer Document is subject to BaFin approval, after which the acceptance period begins and the Bidder will commence a U.S. tender offer with a Schedule TO filed with the SEC. Moelis & Company and Goldman Sachs Bank Europe SE are financial advisors to QIAGEN, Perella Weinberg Partners advises the Supervisory Board, and De Brauw Blackstone Westbroek, Linklaters and Davis Polk & Wardwell act as legal counsel.
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