Doing the two-step
August 2011
by Jeffrey Bouley  |  Email the author


VENLO, The Netherlands—Looking to ease its way into ownership, apparently, QIAGEN NV has entered into exclusive negotiations with Marseilles, France- based Ipsogen SA, with an offer to purchase a 47 percent initial stake in the company, to be followed up later with a public offer to fully acquire it.
Acquiring Ipsogen would provide QIAGEN access to a broad range of assays covering 15 biomarkers—including BCR-ABL and JAK2—used worldwide for the diagnosis, prognosis and monitoring of patients with various blood cancers.
Many of these assays also are used as companion diagnostics in personalized healthcare to make and guide treatment decisions, QIAGEN notes, and almost all of Ipsogen's assays have CE-IVD Marking in Europe and can be used on QIAGEN's Rotor-Gene Q real-time PCR system. This latter fact, QIAGEN maintains, "will enable the smooth and rapid transfer of these unique products onto QIAGEN's QIAsymphony RGQ, a novel, integrated, sample-to-result laboratory automation platform that includes the Rotor-Gene Q system."
"The acquisition of Ipsogen would further expand our global leadership in molecular assays for profiling and personalized healthcare," noted Peer Schatz, CEO of QIAGEN, in a news release about the deal. "Ipsogen's molecular cancer profiling and personalized healthcare assays are clearly setting standards for the diagnosis and monitoring of many types of blood cancers as well as the selection and guidance of therapies. This portfolio would further increase our leading position in profiling assays, as well as in companion diagnostics for personalized healthcare, helping to improve the treatment of many diseases and addressing unmet medical needs."
"Ipsogen has created a portfolio of molecular assays that are advancing treatment standards for patients with blood cancers, and we are now moving forward in creating new products to support women with breast cancer," said Vincent Fert, Ipsogen's CEO, in the official statement. "As part of QIAGEN, we believe our efforts would be accelerated and benefit from an industry-leading company and could offer even greater options to patients and healthcare providers around the world."
Making a play for Ipsogen now makes sense in part because as molecular diagnostic applications disseminate, their advantages over traditional methods are becoming increasing clear, Dr. Thomas Theuringer, QIAGEN's director of public relations, tells ddn.
"This is particularly true in profiling, in which our tests help doctors to properly diagnose and manage disease better, as well as in personalized healthcare where the treatment benefits and healthcare savings brought about by companion diagnostics are significant," he notes.
Among the factors "driving this dissemination to a higher level" are new regulatory guidelines, especially from the U.S. Food and Drug Administration, on companion diagnostics, he says, as well as increased interest and R&D from pharma.
"Overall, the addition of Ipsogen will strengthen QIAGEN's leadership in molecular diagnostics, significantly expanding our profiling and personalized healthcare portfolios," Theuringer adds. "There are two different revenue streams resulting from this deal: one from the assays as part of our profiling portfolio and the other from the unique biomarker IP holdings that are of great interest to pharma. This is particularly true of the JAK2 V617F biomarker. Currently there are 15 drug compounds, from different pharma companies, that are based on JAK2 V617F."
Also, he points out, Ipsogen's focus on various blood cancers is complimentary to QIAGEN 's current portfolio.
"We were already very strong with solid tumors, and now, with the acquisition of Ipsogen, we can fill offer our customers in oncology testing comprehensive solutions in hematologic cancer," Theuringer says. "On a macro level, we are also seeing a strong emphasis on platform content in driving growth. By adding more test content to our platform systems, we are positioning ourselves for rapid growth in these sectors in the future."
The total value to fully acquire Ipsogen, which has 70 employees in France and the United States, is approximately $101 million, which is about six times Ipsogen's anticipated full-year 2012 net sales. The Ipsogen board of directors has "favorably welcomed" QIAGEN's offer, and the board members are among the shareholders who have agreed to the exclusivity of the negotiations.
Ipsogen boasts more than 400 active customers globally and reports that more than 40 percent of net sales during 2010 were reinvested into research and development activities. All three managing cofounders of Ipsogen—CEO Vincent Fert, Chief Operating Officer Stéphane Debono and R&D and Regulatory Affairs Senior Director Fabienne Hermitte—are expected to stay with QIAGEN following the acquisition.

QIAGEN increases offer for Cellestis
VENLO, the Netherlands—As announced in the May issue of ddn, QIAGEN NV recently offered to acquire Cellestis Ltd. for approximately $355 million in cash. On July 11, QIAGEN announced that it is increasing its offer for the Australian biotech to $374 million.
According to QIAGEN, Cellestis' board of directors continues to unanimously recommend shareholders vote in favor of the acquisition in the absence of a superior proposal.
The amended proposal for the transaction, which QIAGEN will fund from existing cash reserves, is not expected to result in any material changes to estimates provided by QIAGEN in April. On an adjusted basis, which excludes one-time charges, integration and restructuring costs and amortization of acquisition-related intangible assets, the transaction is expected to be moderately dilutive to full-year adjusted earnings per share due to planned large investments in sales capabilities and R&D initiatives for migration of existing Cellestis products onto QIAGEN's platforms, as well as for new product development.
Key to the acquisition is access to Cellestis' QuantiFERON technology, a proprietary approach for disease detection and monitoring, which QIAGEN says is complementary to its portfolio of molecular diagnostics. Cellestis has several new products based on QuantiFERON technology under evaluation targeting other diseases and conditions and generated $42 million in sales for the technology last year.
Code: E081113

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