EQT XI launches €10.8bn bid for QIAGEN

QIAGEN N.V. has entered into a Business Combination Agreement under which Crown NL Bidco B.V. will launch a voluntary all-cash public takeover offer for all outstanding QIAGEN shares at €46.50 per share. The transaction values the molecular-testing and diagnostics company at approximately €10.8 billion in enterprise value, equivalent to about $12.1 billion at current exchange rates, and includes approximately $1.1 billion of net debt. Crown NL Bidco is a holding company indirectly controlled by the EQT XI fund, with indirect participations held by Luxinva S.A., a wholly owned subsidiary of the Abu Dhabi Investment Authority, and CPP Investment Board Europe Inc., a wholly owned subsidiary of Canada Pension Plan Investment Board.

QIAGEN’s Supervisory Board and Managing Board have unanimously approved the agreement and intend to recommend that shareholders tender their shares into the takeover offer. The structure of the deal provides an immediate cash exit for existing investors while transferring control of QIAGEN to EQT Private Equity and its co-investors once closing conditions are met.

The takeover offer is subject to several key conditions before it can be completed. These include a minimum acceptance threshold of 50% of QIAGEN’s outstanding share capital plus one share, meaning that more than half of the company’s shares must be tendered. In addition, certain shareholder approvals will be required at an Extraordinary General Meeting, including approvals relating to post-closing measures.

Beyond shareholder acceptance, the transaction will require merger control and foreign investment clearances, along with other customary regulatory and procedural conditions. Based on the current expectations set out in the agreement, closing is anticipated to occur in mid-2027, reflecting the time needed to obtain the necessary approvals across relevant jurisdictions.

EQT Private Equity has secured committed equity and debt financing sufficient to fund the offer consideration and associated transaction costs. As a result, the takeover offer is not subject to any financing condition, removing a potential source of uncertainty around the availability of funds for completion. The debt component of the financing is being arranged by a syndicate of international banks acting as bookrunners and mandated lead arrangers.

The institutions involved in arranging the debt financing include Morgan Stanley (MS), Jefferies, Deutsche Bank (DBKd), SMBC, Crédit Agricole and UniCredit (UCGm). Their roles encompass underwriting and syndicating the debt needed to support the acquisition vehicle, Crown NL Bidco, in paying the €46.50 per share offer price to QIAGEN shareholders.

While the transaction is pending, QIAGEN will continue to operate as an independent company under its current management and governance structure. In light of the pending takeover and associated uncertainties, QIAGEN has suspended its full-year 2026 financial outlook. This suspension signals that previously communicated guidance will no longer apply for the duration of the process.

The Business Combination Agreement includes a provision addressing potential regulatory delays. If closing has not occurred within ten months because required regulatory approvals remain pending, QIAGEN may elect to pay shareholders an interim dividend of up to $0.47 per share. Any such interim dividend would not be deducted from the €46.50 offer price, meaning shareholders could receive both the dividend and the full cash consideration if the deal ultimately closes on the agreed terms.