This Amendment No. 6 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially filed with the United States Securities and Exchange Commission on April 28, 2020 (together with any amendments and supplements thereto, the “Schedule TO”) in relation to the tender offer by Quebec B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands (“Quebec” or the “Bidder”) and a wholly owned subsidiary of Thermo Fisher Scientific Inc., a Delaware corporation (“Thermo Fisher” or “Bidder Parent”), for all ordinary shares, par value €0.01 per share (the “QIAGEN Shares”), of QIAGEN N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands registered with the trade register in The Netherlands under file number 12036979 (“QIAGEN”) at a price of €39.00 per QIAGEN Share, without interest to the holders thereof, payable in cash, upon the terms and subject to the conditions set forth in the offer document dated May 18, 2020 (the “Offer Document”), a copy of which is attached thereto as Exhibit (a)(1)(A) to the Schedule TO, and in the related letter of transmittal (the “Letter of Transmittal”) and declaration of acceptance (the “Declaration of Acceptance”), copies of which are attached thereto as Exhibits (a)(1)(B) and (a)(1)(G) to the Schedule TO, respectively, which, together with any other related materials, as each may be amended or supplemented from time to time, collectively constitute the “Offer.”
This Amendment is being filed solely to amend and supplement items to the extent specifically provided herein. Except as otherwise set forth in this Amendment, the information set forth in the Schedule TO, including all exhibits thereto, remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment. This Amendment should be read together with the Schedule TO.
Item 11. Additional Information
Item 11(a) of the Schedule TO is hereby amended and supplemented to add the paragraphs set forth below:
Legal Proceedings
Five lawsuits related to the Offer have been filed, as described below. Each of the defendants in each such lawsuit, Robert Capka v. QIAGEN N.V., et al, Milton Pfeiffer v. QIAGEN N.V., et al, Anne Hall v. QIAGEN N.V., et al, John Thompson v. QIAGEN N.V., et al, and Tara Golden v. QIAGEN N.V., et al, believes that the claims asserted in each such lawsuit are without merit.
On May 22, 2020, a lawsuit was filed by a purported shareholder of QIAGEN against QIAGEN and the members of the Managing Board and Supervisory Board of QIAGEN in the United States District Court for the Southern District of New York, captioned Robert Capka v. QIAGEN N.V., et al, Case No. 1:20-cv-04020 (the “Capka Complaint”). The Capka Complaint alleges that the defendants violated Sections 14(e), 14(d) and 20(a) of the Securities Exchange Act of 1934, as amended, and the regulations promulgated thereunder by failing to disclose purportedly material information in the Schedule 14D-9 filed with the SEC on May 18, 2020 in connection with the Offer. The Capka Complaint seeks, among other things, to enjoin the closing of the Offer, rescission of the Offer if consummated, along with unspecified rescissory damages, disclosure of the allegedly omitted information, and an award of attorneys’ and expert fees and costs.
On May 27, 2020, a lawsuit was filed by a purported shareholder of QIAGEN against the members of the Supervisory Board of QIAGEN in the United States District Court for the Southern District of New York, captioned Milton Pfeiffer v. QIAGEN N.V., et al, Case No. 1:20-cv-04076 (the “Pfeiffer Complaint”). The Pfeiffer Complaint alleges that the defendants violated Sections 14(e) and 20(a) of the Securities Exchange Act of 1934, as amended, and Rule 14d-9 promulgated thereunder, by failing to disclose purportedly material information in the Schedule 14D-9 filed with the SEC on May 18, 2020 in connection with the Offer. The Pfeiffer Complaint seeks, among other things, to enjoin the closing of the Offer, rescission of the Offer if consummated, along with unspecified rescissory damages, and an award of attorneys’ and expert fees and costs.
On May 29, 2020, a lawsuit was filed by a purported shareholder of QIAGEN against QIAGEN, the Chief Executive Officer of QIAGEN and the members of the Supervisory Board of QIAGEN in the United States District Court for the Southern District of New York, captioned Anne Hall v. QIAGEN N.V., et al,