EQS-WpÜG: Takeover Offer / Target company: Qiagen N.V.; Bidder: Crown NL Bidco B.V.

Publication of the decision to make a voluntary public takeover offer (freiwilliges

öffentliches Übernahmeangebot) pursuant to Section 10 para. 1 and para. 3 in

conjunction with Section 29 para. 1 and Section 34 of the German Securities

Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz -

WpÜG)
 

Bidder:

Crown NL Bidco B.V.

Johannes Vermeerplein 9

1071DV Amsterdam

The Netherlands

registered with the trade register of the Netherlands Chamber of Commerce (Kamer

van Koophandel) under number 42178508
 

Target:

QIAGEN N.V.

Hulsterweg 82

5912PL Venlo

The Netherlands

registered with the trade register of the Netherlands Chamber of Commerce (Kamer

van Koophandel) under number 12036979

ISIN: NL0015002SN0

WKN: A41HBE
 

On 21 October 2026, Crown NL Bidco B.V. (the “Bidder”) decided to make a

voluntary public takeover offer to the shareholders of QIAGEN N.V. (the “Company”

or “QIAGEN”) for the acquisition of all issued ordinary shares in the Company

(ISIN: NL0015002SN0), each with a nominal value of EUR 0.01 (each a “QIAGEN

Share”), against payment of a cash consideration of EUR 46.50 per QIAGEN Share

(the “Offer Price” and such offer, the “Takeover Offer”).
 

The Bidder is a holding company which is indirectly controlled by the EQT XI fund

(“EQT Private Equity”). EQT Private Equity is managed and controlled by affiliates

of EQT AB with registered seat in Stockholm, Sweden. Further indirect participations

in the Bidder will be 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)).
 

On 21 October 2026, the Bidder and the Company entered into a business combination

agreement (the “BCA”) which, inter alia, sets forth the principal terms and conditions

of the Takeover Offer, as well as the mutual intentions and undertakings relating

thereto. Under the terms of and subject to the conditions of the BCA, the Company’s

management board and supervisory board (the “QIAGEN Boards”) agreed to fullysupport the Takeover Offer and to recommend the Takeover Offer for acceptance to the

QIAGEN shareholders.
 

The BCA provides that an extraordinary general meeting of the Company will be held

during the acceptance period of the Takeover Offer (the “EGM”), at which the

shareholders of the Company will be asked to resolve, inter alia, on certain corporate

measures which will be implemented, subject to a separate approval by the QIAGEN

Boards (the “Implementation Decision”), after closing of the Takeover Offer (the

“Post-Closing Measures”). Such Post-Closing Measures, if implemented, will result

in the Bidder acquiring full ownership of the entire business of the Company, and all

shareholders who have not accepted the Takeover Offer receiving a cash payment in an

amount per QIAGEN Share equal to the Offer Price less applicable withholding taxes.

For such shareholders this may result in a lower net amount being received than if they

had accepted the Takeover Offer. Under the BCA, the Company has committed that the

Implementation Decision will be taken by the QIAGEN Boards if the Post-Closing

Measures have been approved at the EGM with a majority of at least 80% of the votes

cast or otherwise at the discretion of the QIAGEN Boards, if they determine, in

accordance with their fiduciary duties, that proceeding with the transaction, including

the Post-Closing Measures, is in the best interest of QIAGEN, taking into account the

interests of its shareholders and other stakeholders, and the transaction has the support

of a substantial majority of its shareholder base. In connection with the implementation

of the Post-Closing Measures, the listings of the Company on the Frankfurt Stock

Exchange and the New York Stock Exchange will be terminated.
 

The Takeover Offer will be subject to a minimum acceptance threshold of 50% of the

Company’s outstanding share capital plus one QIAGEN Share, the adoption of certain

resolutions at the EGM, including approval of the Post-Closing Measures, the adoption

of the Implementation Decision, merger control and foreign investment clearances, and

certain further conditions, which will be set forth in the offer document in relation to

the Takeover Offer (the “Offer Document”). For purposes of the minimum acceptance

threshold, the Company’s outstanding share capital will be calculated excluding

QIAGEN Shares held by the Company and including QIAGEN Shares to be issued for

serving conversion rights under the Company’s convertible bonds triggered by the

Takeover Offer, in each case as further detailed in the Offer Document. Closing of the

Takeover Offer is currently expected for mid 2027.
 

The Offer Document (in German and a non-binding English translation) which will set

forth the detailed terms and conditions of the Takeover Offer, as well as further

information relating thereto, will be published by the Bidder following clearance by the

German Federal Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht, “BaFin”) on the internet at the Bidder’s website

www.eqt-offer.com at which point the acceptance period for the Takeover Offer will

commence. On the same date, the Bidder will commence the Takeover Offer in the

United States and file a tender offer statement on Schedule TO with the U.S. Securities

and Exchange Commission (“SEC”).
 

The Takeover Offer will be made subject to the terms and conditions set out in the Offer

Document. However, the Bidder reserves the right, to the extent permissible by law, to

deviate in the Offer Document from the above-described parameters.


Important Notice:

Forward-looking Statements

Certain statements contained in this communication may be considered forward-looking

statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as

amended (“Securities Act”), and Section 21E of the U.S. Securities Exchange Act of

1934, as amended. These statements can be identified by the use of forward-looking

terminology such as “believe”, “hope”, “plan”, “intend”, “seek”, “may”, “will”,

“could”, “should”, “would”, “expect”, “anticipate”, “estimate”, “continue”, “target” or

other similar words. To the extent that any of the statements contained herein relating

to QIAGEN N.V.’s (“QIAGEN”) products, timing for launch and development,

marketing and/or regulatory approvals, financial and operational outlook, growth and

expansion, acquisitions, collaborations, markets, strategy or operating results, including

without limitation its expected net sales, net sales of particular products, net sales in

particular geographies, adjusted net sales, expansion of adjusted operating income

margin, returns to shareholders, progressive dividend payments, product portfolio

management, product launches (including anticipated launches of QIAGEN’s

sequencing solutions, testing platforms, panels and systems), leveraging AI technology,

improvements in operating and financial leverage, currency movements against the U.S.

dollar, plans for investment in QIAGEN’s portfolio and share repurchase commitments,

QIAGEN’s expectations relating to QIAGEN’s adjusted tax rate, debt maturity and

repayment, QIAGEN’s ability to grow adjusted earnings per share at a greater rate than

sales, QIAGEN’s ability to improve operating efficiencies and maintain disciplined

capital allocation, are forward-looking, such statements are based on current

expectations and assumptions that involve a number of uncertainties and risks. These

include, but are not limited to, risks associated with QIAGEN’s dependence on the

development and success of new products; management of growth and expansion of

operations (including the effects of currency fluctuations, tariffs, tax laws, regulatory

processes and supply chain dependencies); variability of operating results; integration

of acquired businesses; changes in relationships with customers, suppliers and strategic

partners; competition; rapid or unexpected changes in technologies; fluctuations in

demand for QIAGEN’s products (including fluctuations due to general economic

conditions, the level and timing of customers’ funding, budgets and other factors,

including delays or limits in the amount of reimbursement approvals or public health

funding); QIAGEN’s ability to obtain and maintain product regulatory approvals;

difficulties in successfully adapting QIAGEN’s products to integrated solutions and

producing such products; the ability of QIAGEN to identify and develop new products

and to differentiate and protect QIAGEN’s products from competitors’ products; market

acceptance of new products and the integration of acquired technologies and businesses;

actions of governments, global or regional economic developments, including inflation

and changing interest rates, weather or transportation delays, natural disasters, cyber

security breaches, political or public health crises and the resulting impact on the

demand for QIAGEN’s products and other aspects of QIAGEN’s business, or other

force majeure events; litigation risk, including patent litigation and product liability;

debt service obligations; volatility in the public trading price of QIAGEN shares; as well

as the possibility that expected benefits related to recent or pending acquisitions may

not materialize as expected; and the other factors discussed under the heading “Risk

Factors” in QIAGEN’s most recent Annual Report on Form 20-F. For furtherinformation, please refer to QIAGEN’s filings with the U.S. Securities and Exchange

Commission (the “SEC”).
 

The forward-looking statements in this communication also include statements relating

to the tender offer. Additional important factors that could cause actual results to differ

materially from those indicated by such forward-looking statements include risks and

uncertainties relating to: the proposed transaction not being timely completed, if

completed at all; uncertainties as to the number of QIAGEN ordinary shares that will

be tendered in the tender offer; the possibility that competing offers will be made; the

possibility that the conditions to the tender offer may not be satisfied or waived; the

occurrence of any event, change or other circumstance that could give rise to the

termination of the business combination agreement; the completion of the post-closing

measures and implementation of the financing arrangements contemplated in

connection with the tender offer; the receipt of, and any conditions associated with, any

exemptive or other relief requested from the SEC in connection with the tender offer;

regulatory approvals required for the transaction not being timely obtained, if obtained

at all, or being obtained subject to conditions; prior to the completion of the transaction,

QIAGEN’s business experiencing disruptions due to transaction-related uncertainty or

other factors making it more difficult to maintain relationships with employees,

customers, licensees, other business partners or governmental entities; difficulty

retaining key employees; and the outcome of any legal proceedings related to the

proposed transaction. The forward-looking statements contained in this communication

speak only as of the date of this communication. Neither the Bidder, EQT Private Equity

nor QIAGEN undertakes any obligation to publicly update any forward-looking

statement, whether as a result of new information, future events or otherwise, except to

the extent required by applicable law.

Additional Information and Where to Find it

The tender offer referenced herein has not yet commenced. This communication is for

informational purposes only and is neither an offer to purchase nor a solicitation of an

offer to sell any ordinary shares of QIAGEN or any other securities, nor is it a substitute

for the tender offer materials that the Bidder will file with the SEC and publish in

Germany. The terms and conditions of the tender offer will be published in, and the

offer to purchase ordinary shares of QIAGEN will be made only pursuant to, the Offer

Document and related offer materials prepared by the Bidder and as approved by the

German Federal Financial Supervisory Authority (Bundesanstalt für

Finanzdienstleistungsaufsicht, “BaFin”). Once the necessary permission from BaFin

has been obtained, the Offer Document and related offer materials will be published in

Germany and also filed with the SEC in a tender offer statement on Schedule TO at the

time the tender offer is commenced. QIAGEN intends to file a solicitation /

recommendation statement on Schedule 14D-9 with the SEC with respect to the tender

offer; in addition, QIAGEN will publish a document combining the recommendation

statement pursuant to Section 27 of the German Securities Acquisition and Takeover

Act (Wertpapiererwerbs- und Übernahmegesetz - “WpÜG”) and the position

statement pursuant to Section 18 and Annex G of the Dutch Decree on public offers

(Besluit openbare biedingen Wft). The Offer Document for the tender offer (in German

and in English) containing the detailed terms and conditions of, and other information

relating to, the tender offer will, among other things, be published on the internet at

www.eqt-offer.com.Acceptance of the tender offer by shareholders that are resident outside Germany and

outside of the United States may be subject to further legal requirements and/or

restrictions. With respect to the acceptance of the tender offer outside Germany and

outside of the United States, no responsibility is assumed for the compliance with such

legal requirements applicable in the respective jurisdiction.

THE TENDER OFFER MATERIALS (INCLUDING AN OFFER TO PURCHASE, A

RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER TENDER

OFFER DOCUMENTS) AND THE SOLICITATION / RECOMMENDATION

STATEMENT ON SCHEDULE 14D-9, AS THEY MAY BE AMENDED FROM

TIME TO TIME, AS WELL AS QIAGEN’S RECOMMENDATION STATEMENT

PURSUANT TO SECTION 27 WPÜG AND POSITION STATEMENT PURSUANT

TO SECTION 18 AND ANNEX G OF THE DUTCH DECREE ON PUBLIC OFFERS

(Besluit openbare biedingen Wft) WILL CONTAIN IMPORTANT INFORMATION.

INVESTORS AND SHAREHOLDERS OF QIAGEN ARE URGED TO READ

THESE DOCUMENTS CAREFULLY WHEN THEY BECOME AVAILABLE

BECAUSE THEY, AND NOT THIS DOCUMENT, WILL GOVERN THE TERMS

AND CONDITIONS OF THE TENDER OFFER, AND BECAUSE THEY WILL

CONTAIN IMPORTANT INFORMATION THAT SUCH PERSONS SHOULD

CONSIDER BEFORE MAKING ANY DECISION REGARDING TENDERING

THEIR ORDINARY SHARES.

The tender offer materials, including the offer to purchase and the related letter of

transmittal and certain other tender offer documents, and the

solicitation/recommendation statement on Schedule 14D-9 (when they become

available) and other documents filed with the SEC by the Bidder or QIAGEN, may be

obtained free of charge at the SEC’s website at www.sec.gov or at the Bidder’s website

at www.eqt-offer.com. In addition, the Bidder’s tender offer statement and other

documents it will file with the SEC will be available at www.eqt-offer.com.

Furthermore, copies of the Offer Document will also be available free of charge by

contacting the information agent to be identified in the Offer Document.

Governing Law

The tender offer will be made and implemented under the laws of the Federal Republic

of Germany, in particular the WpÜG, certain applicable provisions of the laws of the

Netherlands and certain applicable provisions of the securities laws of the United States

of America. Any agreement that is entered into as a result of accepting the tender offer

will be exclusively governed by the laws of the Federal Republic of Germany and is to

be interpreted in accordance with such laws.

Acquisition of Shares Outside the Tender Offer

Each of EQT Private Equity and the Bidder reserves the right, within the limits of

applicable law and subject to any exemptive relief from the SEC, to directly or

indirectly acquire shares in QIAGEN outside of the tender offer, whether on or off the

stock exchange. Any such purchases or arrangements will be made outside the United

States and in compliance with applicable law and subject to any exemptive relief from

the SEC. To the extent such acquisitions occur, information about them, including thenumber of, and the price for, the acquired shares in QIAGEN will be published without

undue delay, if and to the extent required under the applicable statutory provisions.

Information in respect of EQT XI
 

Any information in respect of the EQT XI fund (“EQT XI”) contained herein does not

constitute an offer to sell, nor a solicitation of an offer to buy, any security, and may

not be used or relied upon in connection with any offer or solicitation of EQT XI. Any

offer or solicitation in respect of EQT XI will be made only through a confidential

private placement memorandum and related documents which will be furnished to

qualified investors on a confidential basis in accordance with applicable laws and

regulations. Any securities of EQT XI referred to herein have not been and will not be

registered under the Securities Act and may not be offered or sold without registration

thereunder or pursuant to an available exemption therefrom. Any offering of securities

of EQT XI to be made in the United States would have to be made by means of an

offering document that would be obtainable from the issuer or its agents and would

contain detailed information about the issuer of the securities and its management, as

well as financial information. Any EQT XI securities may not be offered or sold in the

United States absent registration or an exemption from registration.

 

Amsterdam, 21 October 2026

Crown NL Bidco B.V.

2419878  21.10.2026 CET/CEST