According to the Complaint, Qiagen N.V. is the leading global provider of Sample to Insight solutions that enable customers to gain molecular insights from samples. The Company’s sample technologies isolate and process DNA, RNA, and proteins from blood, tissue, and other materials.
This action stems from a proposed transaction announced on March 3, 2020, pursuant to which Qiagen will be acquired by Thermo Fisher Scientific, Inc. (“Parent”), a Delaware corporation, and Quebec B.V. (“Merger Sub,” and together with Parent, “Thermo Fisher”).
On March 3, 2020, QIAGEN’s Supervisory Board caused the Company to enter into a Business Combination Agreement with Thermo Fisher. Pursuant to the terms of the Agreement, Merger Sub commenced a tender offer to purchase all of QIAGEN’s outstanding ordinary shares for €39.00 in cash per share. The Tender Offer is set to expire on July 27, 2020.
On May 18, 2020, Defendants filed a Solicitation/Recommendation Statement with the United States Securities and Exchange Commission in connection with the Proposed Transaction. The Complaint alleges that the Solicitation Statement omits material information with respect to the Proposed Transaction, which renders the Solicitation Statement false and misleading.