Tuesday, sample and assay technologies provider QIAGEN N.V. (QGEN), said it has acquired privately-held maker of companion diagnostic products DxS Ltd for about $95 million in cash plus up to an additional US$35 million if specified commercial and other milestones are met.
Under the terms of the agreement, the Venlo, Netherlands-based company acquired the entire outstanding share capital in DxS, and expects to incur one-time charges of nearly US$0.02 in earnings per share in the third quarter of fiscal year 2009.
QIAGEN expects the deal to generate about US$6 million in sales in the remainder of 2009 and around US$30 million in 2010. Excluding one-time charges, integration and restructuring costs, and amortization of acquisition related intangible assets, the company expects the acquisition to be neutral to earnings for the remainder of 2009 and to be dilutive by US$0.02 in 2010. The transaction is expected to add to adjusted earnings beyond the year 2010.
The company noted that the acquisition would complement its existing strong portfolio of personalized healthcare diagnostic solutions and are very synergistic with its sample and assay technologies.
Manchester, United Kingdom - based DxS has developed a set of molecular diagnostic assays which allow physicians in oncology to predict patients' responses to certain treatments in order to make cancer therapies more effective and safer. Further, three assays are in the near-term pipeline and further assays are in the medium-term pipeline.
The combined company is currently active in over 15 collaborations with pharmaceutical companies to market and/or develop companion diagnostic products and programs span genetic, expression, epigenetic and other markers.
The TheraScreen K-RAS Mutation Kit developed by DxS has already been CE-marked, and the test is expected to be submitted to the Food and Drug Administration for regulatory approval in 2010. It is estimated that in the future the market for overall K-RAS testing could reach up to US$100 million.
In a seperate statement, Qiagen revealed the launch of a placement of up to 27.5 million newly issued common shares through a bookbuilding process. In addition, the company would grant the underwriters an option to purchase up to 4.125 million additional newly issued common shares solely to cover over-allotments, if any. The company intends to use the net proceeds to fund the acquisition of DxS Ltd. and potential future acquisitions, to strengthen its balance sheet and for general corporate purposes.
QGEN closed Tuesday's trading at US$22.37, down US$0.15 or 0.67%, on a volume of 0.97 million shares on the Nasdaq. In after hours, the stock further lost US$0.77 or 3.44%, trading at US$21.75.
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