Thermo Fisher Scientific (TMO) and Qiagen (QGEN) announced that their boards have unanimously approved Thermo Fisher's proposal to acquire Qiagen for EUR 39 per share in cash.

The offer price represents a premium of approximately 23% to the closing price of Qiagen's common stock on the Frankfurt Prime Standard on March 2. Thermo Fisher will commence a tender offer to acquire all of the ordinary shares of Qiagen. The transaction values Qiagen at approximately $11.5B at current exchange rates, which includes the assumption of approximately $1.4B of net debt. The transaction, which is expected to be completed in the first half of 2021, is subject to the satisfaction of customary closing conditions, including the receipt of applicable regulatory approvals. Thermo Fisher has obtained committed bridge financing. Permanent funding is expected to come from cash on hand and the issuance of new debt. The transaction is not subject to any financing condition. The transaction is expected to be immediately accretive to Thermo Fisher's adjusted earnings after close.

Thermo Fisher expects to realize total synergies of $200M by year three following the close, consisting of $150M of cost synergies and $50M of adjusted operating income benefit from revenue synergies. It added, "Thermo Fisher will be able to leverage its extensive commercial reach, including its Fisher Scientific customer channels and comprehensive e-commerce platforms, to expand customer access to Qiagen's product portfolio. Furthermore, given Thermo Fisher's leading presence in high-growth and emerging markets, Qiagen will be able to further penetrate these regions."