Milbank LLP advised Crown NL Bidco B.V. on its entry into a business combination agreement with QIAGEN N.V. Based thereon, Crown NL BidCo B.V. (the “Bidder”) announced its intention to make a voluntary public tender offer to all QIAGEN shareholders. The Bidder is a holding company indirectly controlled by the 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)).
The transaction will be implemented through a public tender offer by the Bidder for all issued ordinary shares of QIAGEN for a cash consideration of EUR 46.50 per QIAGEN share. The transaction values QIAGEN at approximately EUR 10.8 billion in enterprise value (including approximately $1.1 billion of net debt).
This transaction is the largest DACH P2P by EQT Private Equity and the first P2P of a DAX company ever by private equity as well as EQT XI’s first investment.
Founded in 1984, QIAGEN is one of the leading molecular tools and diagnostics companies in the world. The company pioneered modern sample preparation, the essential first step in most molecular workflows and turns biological samples into actionable insights. QIAGEN has a broad and innovative product portfolio across sample technologies, serving 500,000+ customers with ~5,500 employees across 35+ locations. In FY25, QIAGEN generated $2.1bn revenue and adjusted EBITDA of approximately USD 750 million. It has been listed on the Frankfurt Stock Exchange (Prime Standard) and the NYSE since 1996.
QIAGEN’s Supervisory Board and Managing Board have approved the business combination agreement and support the transaction. The takeover offer will be subject to a minimum acceptance threshold of 50% of QIAGEN’s outstanding share capital plus one share, the adoption of certain shareholder resolutions, including approval of certain corporate measures to be implemented following settlement of the takeover offer that will enable the Bidder to acquire full ownership of the entire business of QIAGEN, the adoption of a separate decision by the QIAGEN Boards to implement such corporate measures, merger control and foreign investment clearances as well as other customary conditions.
Milbank LLP is advising EQT Private Equity as lead counsel on all aspects of the transaction. The Milbank team is led by partners Steffen Oppenländer, Christoph Rothenfußer (both Corporate, Munich) and Philipp Klöckner (Corporate Finance and Securities, Frankfurt) and includes partners Alexander Rinne (Regulatory), Thomas Kleinheisterkamp (Tax), Barbara Mayer-Trautmann (Finance, all Munich), Iliana Ongun (Corporate), Brett Nadritch (Corporate Finance and Securities), Nathaniel Browand (Litigation, all New York) and Bijan Ganji (National Security, Washington, DC), special counsel Karoline König (Corporate Finance and Securities, Frankfurt), Sebastian Reiner-Pechtl (Corporate, Munich) and Mark Padley (Litigation, London) as well as associates Sandra Feil, Maximilian Hirschfeld, Leopold Oesterheld, Anton Kühnel, Nikolai Blechschmidt (all Corporate, Munich), Hendrik Gäbler (Corporate, Frankfurt), Darius Beike (Finance), Marlies Zeck (Regulatory) and Christoph Wolf (Tax, all Munich), Lauren Trushin (National Security, Washington, DC), Michaela Fleischer (Corporate), Bradley Hershon (Litigation, both New York) and Abdulla Abdulla-Zada (Corporate, London). Stibbe N.V. is advising on Dutch law aspects of the transaction under the lead of partner Marc Habermehl and counsel Nora Offergelt (both Corporate, Amsterdam).
