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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to
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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of event requiring this shell company report
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Title of class:
Common Shares, par value EUR 0.01 per share
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Name of each exchange on which registered:
New York Stock Exchange
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ý
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U.S. GAAP
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o
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International Financial Reporting Standards as issued by the International Accounting Standards Board
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Other
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Item 17
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Item 18
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Page
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 4A.
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Item 5.
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Item 6.
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Item 7.
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Item 8.
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Item 9.
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Item 15.
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Item 16A.
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Item 16B.
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Item 16C.
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Item 16D.
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Item 16E.
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Item 16F.
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Item 16G.
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Item 16H.
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Item 17.
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Item 18.
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Item 19.
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Item 1.
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Identity of Directors, Senior Management and Advisors
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Item 2.
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Offer Statistics and Expected Timetable
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Item 3.
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Key Information
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Years ended December 31,
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||||||||||||||||||
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2018
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2017
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2016
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2015
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2014
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||||||||||
Consolidated Statements of Income Data:
(amounts in thousands, except per share data)
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|
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|
|
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||||||||||
Net sales
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$
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1,501,848
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|
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$
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1,417,536
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|
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$
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1,337,991
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|
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$
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1,280,986
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|
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$
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1,344,777
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Cost of sales
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500,888
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|
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494,975
|
|
|
493,338
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|
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454,328
|
|
|
479,570
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|||||
Gross profit
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1,000,960
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|
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922,561
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|
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844,653
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|
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826,658
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865,207
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|||||
Operating expenses:
|
|
|
|
|
|
|
|
|
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||||||||||
Research and development
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161,852
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|
|
154,084
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149,841
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|
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146,830
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|
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163,666
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|||||
Sales and marketing
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392,281
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|
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375,562
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|
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376,321
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|
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359,598
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|
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376,141
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|||||
General and administrative, restructuring, integration and other
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141,214
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|
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200,098
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180,573
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102,066
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|
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126,637
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|||||
Acquisition-related intangible amortization
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39,032
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39,398
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39,091
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38,666
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|
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37,070
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|||||
Total operating expenses
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734,379
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|
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769,142
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|
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745,826
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647,160
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703,514
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|||||
Income from operations
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266,581
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|
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153,419
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|
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98,827
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|
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179,498
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|
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161,693
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|||||
Other expense
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(40,844
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)
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|
(39,044
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)
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(41,919
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)
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(43,195
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)
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(42,304
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)
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|||||
Income before income taxes
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225,737
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|
|
114,375
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|
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56,908
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|
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136,303
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|
|
119,389
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|||||
Income taxes
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35,357
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|
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73,981
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|
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(23,395
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)
|
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6,401
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|
|
2,456
|
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|||||
Net income
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$
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190,380
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|
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$
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40,394
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$
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80,303
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$
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129,902
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|
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$
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116,933
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Net (loss) income attributable to noncontrolling interest
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—
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|
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—
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|
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(101
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)
|
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(246
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)
|
|
568
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|
|||||
Net income attributable to QIAGEN N.V.
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$
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190,380
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|
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$
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40,394
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$
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80,404
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$
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130,148
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$
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116,365
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Basic net income per common share attributable to the owners of QIAGEN N.V.
(1)
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$
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0.84
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$
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0.18
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$
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0.34
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|
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$
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0.56
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|
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$
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0.50
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Diluted net income per common share attributable to the owners of QIAGEN N.V.
(1)
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$
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0.82
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|
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$
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0.17
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|
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$
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0.34
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|
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$
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0.55
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|
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$
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0.48
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Weighted-average common shares outstanding
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|
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||||||||||
Basic
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226,640
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228,074
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234,800
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233,483
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232,644
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|||||
Diluted
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233,456
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|
|
233,009
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|
|
238,993
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|
|
238,647
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|
|
242,806
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(1)
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See
Note 18 "Earnings per Common Share"
of the “Notes to Consolidated Financial Statements” for the computation of the weighted average number of Common Shares.
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As of December 31,
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2018
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2017
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2016
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2015
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2014
|
||||||||||
Consolidated Balance Sheet Data:
(amounts in thousands)
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||||||||||
Cash and cash equivalents
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$
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1,159,079
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|
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$
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657,714
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|
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$
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439,180
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|
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$
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290,011
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|
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$
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392,667
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Working capital
(1)
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$
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1,182,871
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|
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$
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1,323,181
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|
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$
|
729,140
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|
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$
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693,043
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|
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$
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717,124
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Total assets
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$
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5,748,332
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|
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$
|
5,038,516
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|
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$
|
4,308,194
|
|
|
$
|
4,179,117
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|
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$
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4,454,372
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Total long-term liabilities, including current portion of long-term debt
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$
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2,644,373
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|
|
$
|
2,174,087
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|
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$
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1,393,668
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|
|
$
|
1,343,616
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|
|
$
|
1,490,114
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Total equity
|
$
|
2,634,970
|
|
|
$
|
2,540,996
|
|
|
$
|
2,607,096
|
|
|
$
|
2,568,070
|
|
|
$
|
2,664,876
|
|
Common shares, par value
|
$
|
2,702
|
|
|
$
|
2,702
|
|
|
$
|
2,812
|
|
|
$
|
2,812
|
|
|
$
|
2,812
|
|
Common shares issued
|
230,829
|
|
|
230,829
|
|
|
239,707
|
|
|
239,707
|
|
|
239,707
|
|
|||||
Common shares outstanding
|
225,509
|
|
|
226,557
|
|
|
234,561
|
|
|
233,006
|
|
|
232,023
|
|
(
1)
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Working capital is current assets less current liabilities.
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•
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A base business risk that is specific to us or our industry and threatens our existing business;
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•
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A business growth risk that is specific to us or our industry and threatens our future business growth; and
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•
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An underlying business risk that is not specific to us or our industry, but applies to a larger number of public companies.
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•
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availability, quality and price relative to competitive products;
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•
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the timing of introduction of the new product relative to competitive products;
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•
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opinions of the new product’s utility;
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•
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citation of the new product in published research;
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•
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regulatory trends and approvals; and
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•
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general trends in life sciences research, applied markets and molecular diagnostics.
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•
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assimilation of new products, technologies, operations, sites and personnel;
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•
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integration and retention of fundamental personnel and technical expertise;
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•
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application for and achievement of regulatory approvals or other clearances;
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•
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diversion of resources from our existing products, business and technologies;
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•
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generation of sales;
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•
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implementation and maintenance of uniform standards and effective controls and procedures;
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•
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maintenance of relationships with employees, customers and suppliers, and integration of new management personnel;
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•
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issuance of dilutive equity securities;
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•
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incurrence or assumption of debt and contingent liabilities;
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•
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amortization or impairment of acquired intangible assets or potential businesses; and
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•
|
exposure to liabilities of and claims against acquired entities or personnel.
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•
|
severely limited access to financing over an extended period of time, which may affect our ability to fund our growth strategy and could result in delays to capital expenditures, acquisitions or research and development projects;
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•
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failures of currently solvent financial institutions, which may cause losses from our short-term cash investments or our hedging transactions due to a counterparty’s inability to fulfill its payment obligations;
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•
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inability to refinance existing debt at competitive rates, reasonable terms or sufficient amounts; and
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•
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increased volatility or adverse movements in foreign currency exchange rates.
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•
|
make it difficult for us to make required payments on our debt;
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•
|
make it difficult for us to obtain financing in the future necessary for working capital, capital expenditures, debt service requirements or other purposes;
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•
|
limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we compete; and
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•
|
make us more vulnerable in the event of a downturn in our business.
|
•
|
marketing, sales and customer support efforts;
|
•
|
research and development activities;
|
•
|
expansion of our facilities;
|
•
|
consummation of possible future acquisitions of technologies, products or businesses;
|
•
|
demand for our products and services;
|
•
|
repayment or refinancing of debt; and
|
•
|
payments in connection with our hedging activities and/or taxes.
|
•
|
announcements of technological innovations or the introduction of new products by us or our competitors;
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•
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developments in our relationships with collaborative partners;
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•
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quarterly variations in our operating results or those of our peer companies;
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•
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changes in government regulations, tax laws or patent laws;
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•
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developments in patent or other intellectual property rights;
|
•
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developments in government spending budgets for life sciences-related research;
|
•
|
general market conditions relating to the diagnostics, applied testing, pharmaceutical and biotechnology industries; and
|
•
|
impact from foreign exchange rates.
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Item 4.
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Information on the Company
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•
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QIAGEN’s QuantiFERON-TB tests play an increasingly central role in the global fight against tuberculosis (TB), a contagious bacterial infection that strikes more than 10 million new patients and kills about 1.7 million annually. As many as one out of three people worldwide have latent TB infection, in which the bacterium infects the body but produces no symptoms. About 5-10% of those individuals, if untreated, will progress to active TB disease, so screening high-risk individuals and treating the infected ones to prevent active disease is critical to TB control.
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•
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Sales of the QuantiFERON-TB franchise, including the fourth-generation QuantiFERON-TB Gold Plus (QFT-Plus) and third-generation QuantiFERON-TB Gold (QFT), grew 21% in 2018 to $223 million. QIAGEN continues to innovate, and the franchise is on track toward a target of $300 million in sales by 2020.
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•
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QuantiFERON-TB Gold Plus, now adopted in more than 75 countries, continues to ramp up after launching in the United States in October 2017 and Japan in February 2018. The fourth-generation test adds clinical insights by measuring cell-mediated immune response to TB infection from both CD4+ and CD8+ T cells, a feature cited by experts for its potential to identify adults at greater risk of progressing to active TB.
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•
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In October 2018, QIAGEN and DiaSorin introduced a state-of-the-art automation option for QuantiFERON-TB Gold Plus customers, embedding QFT-Plus in DiaSorin's broad assay menu for LIAISON-family analyzers. More than 7,000 LIAISON analyzers are in use worldwide. Laboratories in Europe and other markets can now use this CE-marked solution to process QFT-Plus tests with DiaSorin’s flexible, efficient automation. Availability is planned for the United States in 2019 and China in 2020.
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•
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QIAGEN also partnered with Hamilton Robotics beginning in July 2018 to improve the automation of sample processing for QFT-Plus with Hamilton's best-in-class liquid handling technology.
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•
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In January 2019, QIAGEN announced plans to develop QuantiFERON-TB Access, a simplified, low-cost test tailored to the needs of low-resource regions with a high burden of tuberculosis, including parts of Asia, Africa and South America. The new product will advance global TB control efforts with ultrasensitive digital detection in a workflow designed for cost-efficiency and ease of use in areas lacking laboratory infrastructure. QIAGEN is developing QuantiFERON-TB Access in a new partnership with Ellume, an Australian developer of high-performance digitally-enabled diagnostics. Clinical trials are planned to start in 2019, and commercialization is expected to begin in 2020.
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•
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Support is growing for latent TB testing and treatment of high-risk individuals as a preventive component of global TB control programs. In 2018, world leaders at the first-ever high-level United Nations meeting on tuberculosis agreed to provide $13 billion a year by 2022 for preventive testing and treatment, targeting 30 million people. New guidelines from the World Health Organization (WHO) recommended scale-up of latent TB testing in countries with a high disease burden, as well as low-burden countries. Also in 2018 the UN International Organization for Migration adopted QFT-Plus for use in screening immigrants, and the International Panel Physicians Association endorsed QFT-Plus over skin tests. The U.S. Centers for Disease Control required use of FDA-approved blood tests such as ours for testing immigrants, and guidelines from the American Academy of Pediatrics also supported the tests.
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•
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In addition to tuberculosis control, QIAGEN continues to expand its immune-monitoring pipeline for the future, developing new applications and content for QuantiFERON technology and other emerging platforms.
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•
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QIAGEN continues to expand our global presence in the fast-growing market for next-generation sequencing (NGS). We are a leader in "universal" technologies for preparing samples, analyzing genomic variations and interpreting data with any NGS system. The GeneReader NGS System, the world’s first Sample to Insight NGS solution enabling any laboratory to deliver actionable sequencing results, is growing in placements and establishing a broad content menu. Our diversified NGS franchise produced more than $140 million in sales in 2018.
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•
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In 2018, QIAGEN continued to partner with customers to add universal solutions to deliver faster, better NGS insights. In immuno-oncology, the new QIAseq TMB Panel offers in-depth analysis of biomarkers such as tumor mutational burden,
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•
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Adding value to the GeneReader system, we continue to expand the Sample to Insight content menu. In June 2018, we launched customizable QIAact panels for research in hereditary diseases, including inherited cancers, cystic fibrosis, inherited cardiovascular diseases, universal carrier screening and other conditions. In October 2018, we introduced the GeneRead QIAact Actionable Insights Tumor DNA UMI panel, targeting 30 genes influencing the most widespread cancers including lung, melanoma, prostate and other solid tumors, and the GeneRead QIAact BRCA Advanced UMI panel, for deep-dive analysis in breast, ovarian and other cancers. In December 2018, we launched the QIAact Myeloid DNA UMI Panel covering 25 highly relevant genes for onco-hematology research. The panels run with the GeneReader system and integrate seamlessly with our QCI software for analysis and interpretation.
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•
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We have actively incorporated the GeneReader NGS System into collaborations with pharmaceutical companies for co-development of companion diagnostics, aiming to build a pipeline of future content for the platform.
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•
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In March 2018, QIAGEN launched a partnership with Natera Inc., a leader in cell-free DNA genetic testing, to develop NGS assays for non-invasive prenatal testing for use on our GeneReader NGS System, which will expand the future offering beyond the current focus on oncology.
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•
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QIAGEN solutions, including both platform-agnostic technologies and integrated solutions for the GeneReader, featured in numerous studies presented at scientific meetings in 2018, including the American Association for Cancer Research (AACR), American Society of Clinical Oncology (ASCO), American Society of Human Genetics (ASHG), Association for Molecular Pathology (AMP) and American Society for Hematology (ASH). QIAGEN executives and customer-focused teams meet with many customers at these meetings, including academic researchers, pharmaceutical R&D experts and clinicians, to build relationships and demonstrate our Sample to Insight offering of NGS solutions.
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•
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In 2018, QIAGEN continued to build its leading position in Precision Medicine (formerly referred to as Personalized Healthcare), collaborating with more than 25 pharmaceutical and biotech companies to develop companion and complementary diagnostics to guide clinical decision-making. These partnerships feed a deep pipeline of molecular tests for use in clinical trials and, following regulatory approval, in patient care. QIAGEN offers a full range of Sample to Insight technologies in these programs, including our PCR and NGS platforms and universal solutions. We employ established and newly discovered biomarkers in our Pharma partnerships and have robust relationships in emerging therapeutic approaches such as immuno-oncology.
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•
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QIAGEN received the second and third FDA approvals in 2018 for our
therascreen
EGFR RGQ PCR Kit in lung cancer, for use as a companion diagnostic to guide selection of patients for targeted therapies being launched by Pfizer and Boehringer Ingelheim. The test is registered in more than 40 countries globally.
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•
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In February 2018 we launched the CE-IVD marked
therascreen
PITX2 RGQ PCR Kit as the first clinically validated DNA methylation assay to help predict the response of high-risk breast cancer patients to anthracycline-based chemotherapy. The assay is QIAGEN's first epigenetic test in breast cancer.
|
•
|
Our
ipsogen
JAK2 RGQ PCR Kit also received FDA clearance in early 2018 for two additional uses. The test now covers the diagnosis of all myeloproliferative neoplasms, a group of cancers in which immature blood cells in the bone marrow do not mature and become healthy blood cells.
|
•
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In 2018, we created a Day-One Lab Readiness initiative, a network of collaborations with CLIA-certified laboratories to ensure immediate patient access to QIAGEN companion diagnostics upon regulatory approval of new oncology drugs. Based on the FDA’s modernized approach to advanced diagnostics, we are partnering with labs to allow pre-approval validation and setup of tests. An agreement with NeoGenomics, a leading U.S. provider of cancer-related genetic testing, will ensure immediate availability of QIAGEN companion diagnostics upon FDA approval of drugs and tests. A collaboration with SRL, Inc., Japan’s largest clinical testing company, will enable rapid availability there. The initiative will support synchronized launches with Pharma partners and benefit patients in need of new therapies.
|
•
|
A collaboration with Novartis, announced in December 2018, aims to bring to market a QIAGEN companion diagnostic to guide the use of the Novartis compound BYL719 (alpelisib) as a combination therapy for certain patients with PIK3CA-mutated, hormone receptor-positive, human epidermal growth factor receptor-2 negative (HR+/HER2-) advanced or metastatic breast cancer. The drug candidate is in late-stage development, and QIAGEN expects to provide its PIK3CA test to partners who will be ready to offer immediate access to the test upon potential regulatory approvals of BYL719 and QIAGEN’s test.
|
•
|
As one of the world’s leading independent developers of molecular tests, with a diverse portfolio of platforms and solutions, QIAGEN is a preferred partner for creating and commercializing diagnostics in Precision Medicine.
|
•
|
QIAGEN has strategically expanded our offering of automation solutions to enter emerging segments of the life science and molecular diagnostics markets, as well as to meet rapidly evolving needs of customers in a variety of applications. Diversifying the automation portfolio offers opportunities for QIAGEN to leverage our molecular content on multiple platforms in growing markets.
|
•
|
The flagship QIAsymphony automation solution, a cost-effective modular system that integrates PCR molecular testing workflows from initial sample processing to final insights, surpassed QIAGEN’s 2018 goal of 2,300 cumulative placements. The platform’s rapid dissemination and growing content menu fueled solid single-digit growth in consumables for QIAsymphony. The system serves laboratories around the world, with the broadest test menu of any platform in its category in Europe and other markets, plus the unique ability to handle laboratory-developed tests. Nearly 30 diagnostic tests in infectious disease, oncology and transplant care are marketed for use on the Rotor-Gene
Q, a component of the modular QIAsymphony workflow. In the United States, eight FDA-approved diagnostic tests, including three companion diagnostics to guide treatment decisions in cancer, are marketed for this detection platform. The sample processing module, QIAsymphony SP, is a market-leading "front end" solution for reliable automated handling of samples, including liquid biopsies, for molecular testing such as next-generation sequencing.
|
•
|
The GeneReader NGS System, initially launched in 2015, continued to gain acceptance worldwide in 2018. QIAGEN again expanded the content menu of commercial and customized DNA panels to meet changing needs in clinical research and fields such as forensics. (See section on next-generation sequencing.)
|
•
|
In April 2018, QIAGEN entered the rapidly growing syndromic testing market by launching QIAstat-Dx for one-step, fully integrated molecular analysis of hard-to-diagnose syndromes. The European launch followed acquisition of STAT-Dx, developer of the unique cartridge-based PCR technology for multiplex molecular testing. QIAstat-Dx enables fast, cost-effective and easy-to-use syndromic testing with novel Sample to Insight solutions. QIAGEN expects a U.S. launch for QIAstat-Dx, following regulatory approvals, in 2019. QIAstat-Dx was launched initially with two CE-IVD marked syndromic tests, enabling clinicians to differentiate among pathogens that cause respiratory and gastrointestinal infections. In 2019, QIAGEN is launching CE-marked panels for hepatitis B and hepatitis C. The pipeline of planned assays for QIAstat-Dx spans infectious diseases, oncology, companion diagnostics and other areas.
|
•
|
In September 2018, QIAGEN partnered with NeuMoDx Molecular, Inc. to commercialize two new fully integrated automation systems for higher-throughput PCR testing in clinical laboratories that are processing increasing molecular test volumes. In late 2018 QIAGEN began distributing the high-throughput NeuMoDx 288 and mid-throughput NeuMoDx 96 in Europe and other major non-U.S. markets. NeuMoDx will distribute these instruments within the United States. An initial assay menu offers CE-IVD marked assays for Group B Streptococcus (GBS) and Chlamydia trachomatis/Neisseria gonorrhoeae (CT/NG) infections. Additional diagnostic tests are under development, and the NeuMoDx platforms also offer the ability to efficiently process laboratory-developed tests. The companies also entered into an agreement under which QIAGEN can acquire all NeuMoDx shares not currently owned at a predetermined price (see Item 5).
|
•
|
In January 2019, we announced plans to develop next-generation systems for digital PCR, combining QIAGEN technologies with assets acquired from Formulatrix, Inc. QIAGEN expects to leverage our worldwide presence in labs using our quantitative PCR solutions to enter the emerging market for digital PCR. We are targeting a 2020 launch with fully-integrated solutions that simplify workflows compared to current digital PCR systems, offer higher throughput and multiplexing, and provide customers with favorable costs for instruments and consumables. We are developing a broad content menu of QIAGEN assays for use in digital PCR.
|
•
|
QIAGEN’s broad offering of content-enabled bioinformatics continues to drive growth, turning vast amounts of genomic data into actionable insights for customers. Our bioinformatics, marketed both as standalone products and integrated into Sample to Insight QIAGEN workflows, address critical bottlenecks in next-generation sequencing, especially for clinical research and diagnostics.
|
•
|
We continually seek opportunities to upgrade QIAGEN solutions for analysis and interpretation, and we pursue collaborations across the genomics and bioinformatics community to offer customers the richest possible insights for research and diagnostics in support of Precision Medicine. We launched major enhancements to QIAGEN Clinical Insight (QCI) in October 2018 to deliver expanded Sample to Insight workflows for clinical NGS. QIAGEN introduced QCI Analyze Universal for full end-to-end workflow support of all major clinical sequencing platforms and assay types, along with expanded QCI capabilities for interpretation of biomarkers in immuno-oncology.
|
•
|
In February 2019, we announced an agreement with Ares Genetics to develop innovative bioinformatics and assay solutions to accelerate research targeting the global health challenges posed by antibiotic-resistant bacteria. QIAGEN acquired an exclusive license to leverage the industry-leading ARESdb antimicrobial resistance database, as well as Ares bioinformatics tools and workflows, in QIAGEN bioinformatics products and services. QIAGEN also obtained a non-exclusive worldwide license to develop and commercialize NGS and PCR assays using the Ares content.
|
•
|
In January 2019, QIAGEN acquired N-of-One, Inc., a pioneer in molecular oncology decision support services, to strengthen our leadership in clinical NGS interpretation. N-of-One’s services and proprietary database will be integrated into QCI, adding medical interpretation and real-world evidence insights and offering robust decision support. N-of-One’s somatic cancer database, with more than 125,000 anonymized patient samples, will expand our already industry-leading genomics knowledge base.
|
•
|
In November 2018, we introduced a new QCI Interpret solution for blood cancers, to provide actionable information for sub-classification and prognostic assessment of hematological malignancies such as leukemia, Non-Hodgkin lymphoma, Hodgkin lymphoma and multiple myeloma. QCI Interpret is a web-based decision support platform that draws on the industry-leading QIAGEN Knowledge Base to evaluate genomic variants in the context of published biomedical literature, professional guidelines, publicly and privately available databases, drug labels and clinical trials.
|
•
|
Also in November 2018, QIAGEN launched new CLC Genomics Workbench software to serve more customers, reinforcing a strategic push to expand the utility of QIAGEN’s analysis tools beyond the current core market of bioinformaticians. The new tool combines the best of two previous products, CLC Biomedical Genomics Workbench and CLC Genomics Workbench. Improvements include a streamlined, easy-to-use interface useful for scientists with any bioinformatics skill level, a dramatically reduced data footprint to accommodate computing resources in virtually any lab, and in-depth reference tools to get users started quickly for many species and genomic panels.
|
•
|
As a world leader in sample technologies enabling laboratories to obtain highest-quality DNA and RNA for molecular testing, QIAGEN’s differentiated solutions for front-end challenges continued to drive growth in 2018. QIAGEN technologies process an estimated 50,000 biological samples a day. Our strategic focus is on rapidly growing applications in research and clinical diagnostics, such as "liquid biopsies" for efficient, and less-invasive diagnosis and soil, liquid and plant samples for analyzing microbiomes.
|
•
|
In January 2019, QIAGEN launched QIAcube Connect, a next-generation solution for automated sample processing. Building on over 8,000 placements of the first-generation QIAcube instrument, QIAcube Connect delivers a new level of digitization and ease of use to process samples with thousands of protocols, while assuring full standardization and freeing researchers from repetitive manual processing.
|
•
|
Innovative liquid biopsy technologies increasingly enable QIAGEN customers to unlock molecular insights from blood or other fluids as alternatives to surgical biopsies and tissue samples. In April 2018 we launched two novel liquid biopsy panels to evaluate circulating tumor cells (CTCs): The AdnaTest ProstateCancerPanel AR-V7 Kit and the AdnaTest LungCancer Kit both deliver unique insights for the growing field of research into molecular mechanisms. QIAGEN solutions based on several different technologies for isolation and stabilization of nucleic acids are used in an estimated 80% of liquid biopsy testing.
|
•
|
As a pioneer in sample technologies, QIAGEN partners with leading microbiome researchers to provide cutting-edge tools for the study of microbial communities in the body and the environment. In 2018, QIAGEN launched the new DNeasy PowerSoil Pro Kit and DNeasy Plant Pro Kit as innovative tools for extracting fungal and bacterial DNA from a variety of soil and plant samples. We also introduced QIAseq 16S/ITS Panels and UCP Multiplex PCR Kit for next-generation sequencing to enable the most accurate microbial community profiling from complex samples. QIAGEN supports research initiatives worldwide, and our solutions are used and recommended by international consortia like the Human Microbiome Project, the Earth Microbiome Project and the MetaSUB Consortium.
|
•
|
In Applied Testing, QIAGEN’s efficient, highly accurate sample and assay technologies for forensics and human identification helped drive our growth again in 2018. QIAGEN partners with public agencies and international organizations in a variety of initiatives for investigation of crimes, identification of missing persons and forensic research. For example, QIAGEN won a tender in 2018 from one government to manage creation of a national DNA database, scaling up over three years to process and load 500,000 DNA samples, and to provide Sample to Insight forensic capabilities to aid in law enforcement, disaster relief and other public safety applications.
|
•
|
QIAGEN’s Custom Solutions business, started in 2017, serves life science and molecular diagnostics customers with the tools and expertise to quickly build and commercialize products that meet unique workflow requirements. The unit offers
|
•
|
Molecular Diagnostics
- healthcare providers engaged in patient care including hospitals, public health organizations, reference laboratories and physician practices
|
•
|
Applied Testing
- government or industry customers using molecular technologies in non-healthcare fields such as forensics and human identification
|
•
|
Pharma
- pharmaceutical and biotechnology companies using molecular testing to support drug discovery, translational medicine and clinical development efforts
|
•
|
Academia
- researchers exploring the secrets of life such as disease mechanisms and pathways, in some cases translating findings into drug targets or other products
|
•
|
Oncology
- accurately diagnosing cancer, enabling prevention or early detection, and guiding selection of therapies with individualized molecular insights. QIAGEN offers a broad portfolio of companion diagnostic kits and panels to detect mutations of genes such as KRAS, EGFR, BRAF, BRCA1/2 and others that influence the development of cancers and the efficacy and safety of medicines. We also provide industry-leading tests to screen for human papillomavirus (HPV) and protect women from cervical cancer.
|
•
|
Infectious diseases
- detecting and differentiating a broad range of viral and bacterial infections, including diseases such as HIV, hepatitis, influenza and healthcare-associated infections, as well as common respiratory and gastrointestinal syndromes. Use of molecular testing to differentiate among pathogens can be useful in guiding treatment, such as selection of antibiotic or antiviral therapies.
|
•
|
Immune monitoring
- using advanced technologies that detect immune-system markers as a preventive strategy, such as screening patients for latent TB infection to guard against active TB disease, as well as for monitoring immune function, such as in transplantation patients.
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net Sales
|
|
|
|
|
|
||||||
Consumables and related revenues
|
$
|
1,315,459
|
|
|
$
|
1,242,715
|
|
|
$
|
1,166,131
|
|
Instrumentation
|
186,389
|
|
|
174,821
|
|
|
171,860
|
|
|||
Total
|
$
|
1,501,848
|
|
|
$
|
1,417,536
|
|
|
$
|
1,337,991
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net Sales
|
|
|
|
|
|
||||||
Americas:
|
|
|
|
|
|
||||||
United States
|
$
|
632,660
|
|
|
$
|
579,906
|
|
|
$
|
555,676
|
|
Other Americas
|
60,359
|
|
|
73,478
|
|
|
71,797
|
|
|||
Total Americas
|
693,019
|
|
|
653,384
|
|
|
627,473
|
|
|||
Europe, Middle East and Africa
|
490,301
|
|
|
462,980
|
|
|
428,055
|
|
|||
Asia Pacific and Rest of World
|
318,528
|
|
|
301,172
|
|
|
282,463
|
|
|||
Total
|
$
|
1,501,848
|
|
|
$
|
1,417,536
|
|
|
$
|
1,337,991
|
|
•
|
Creating new systems for automation of workflows - platforms for laboratories, hospitals and other users of these novel molecular technologies.
|
•
|
Expanding our broad portfolio of novel “content” - including assays to detect and measure biomarkers for disease or genetic identification.
|
•
|
Integrating bioinformatics with the testing process - software and cloud-based resources to interpret and transform raw molecular data into useful insights.
|
•
|
The referral of an individual for a service or product for which payment may be made by Medicare, Medicaid or other government-sponsored healthcare program; or
|
•
|
purchasing, ordering, arranging for, or recommending the ordering of, any service or product for which payment may be made by a government-sponsored healthcare program.
|
Item 4A.
|
Unresolved Staff Comments
|
Item 5.
|
Operating and Financial Review and Prospects
|
•
|
Molecular Diagnostics
- healthcare providers engaged in many aspects of patient care requiring accurate diagnosis and insights to guide treatment decisions in oncology, infectious diseases and immune monitoring
|
•
|
Applied Testing
- government or industry customers using molecular technologies in non-healthcare fields, such as forensics and human identification
|
•
|
Pharma
- pharmaceutical and biotechnology companies using molecular testing to support drug discovery, translational medicine and clinical development efforts
|
•
|
Academia
- researchers exploring the secrets of life such as the mechanisms and pathways of diseases, and in some cases translating that research into drug targets or commercial applications
|
•
|
In April 2018, QIAGEN acquired STAT-Dx, a privately held company with a next-generation multiplex PCR system that enables fast, cost-effective and flexible syndromic testing. Following the acquisition, we launched the novel Sample to Insight system, known as QIAstat-Dx, in Europe, delivering one-step, fully integrated molecular analysis of widespread syndromes based on QIAGEN chemistries. The first two CE-IVD marked assays provide differential diagnosis of serious respiratory and gastrointestinal infections. FDA submission was completed in late 2018, and U.S. launch is expected in 2019. A broad menu of tests is under development for syndromes in infectious disease, oncology and other areas. QIAGEN acquired STAT-Dx for approximately $149 million in cash and additional future payments of up to about $44 million based on the achievement of regulatory and commercial milestones.
|
•
|
In September 2018, QIAGEN announced a strategic partnership with NeuMoDx Molecular, Inc. to commercialize two next-generation, fully integrated automation systems for PCR testing. The NeuMoDx 288 (high-throughput version) and NeuMoDx 96 (mid-throughput version) systems help clinical laboratories process increasing molecular test volumes and deliver more rapid diagnostic insights. QIAGEN is initially distributing the systems and related consumables in Europe and other major markets outside the United States, while NeuMoDx is currently distributing these instruments within the United States. The two companies entered into a merger agreement under which QIAGEN can acquire all NeuMoDx shares that it does not currently own at a price of approximately $234 million (QIAGEN currently owns 19.9% of NeuMoDx), subject to regulatory and operational milestones. The systems offer a growing menu of in vitro diagnostic tests and the ability to flexibly and efficiently process both commercial and laboratory-developed tests.
|
•
|
In January 2019, QIAGEN announced plans to develop next-generation systems for digital PCR, one of the fastest-growing molecular testing applications in the life sciences industry, and acquired the digital PCR assets of Formulatrix, Inc., a developer of laboratory automation solutions. Combining the Formulatrix assets with QIAGEN technologies and automation, we expect to bring to market a fully integrated digital PCR solution with a targeted launch in 2020. The system will offer highly automated workflows, quicker time-to-result, and higher multiplexing and throughput flexibility than current digital PCR platforms. QIAGEN paid Formulatrix $125 million in cash upon closing and agreed to future milestone payments of approximately $136 million in 2020.
|
•
|
Also in January 2019, QIAGEN acquired N-of-One, Inc., a pioneer in molecular oncology decision support services, to strengthen our bioinformatics leadership in clinical NGS interpretation. The acquisition enables us to offer a broader range of software, content and service-based solutions. N-of-One’s services and proprietary database will be integrated into QIAGEN Clinical Insight (QCI), adding medical interpretation and real-world evidence insights and offering robust decision support in oncology. N-of-One’s somatic cancer database with more than 125,000 anonymized patient samples will further increase QIAGEN’s lead as provider of the industry’s largest genomics knowledge base.
|
•
|
In April 2018, QIAGEN took steps to streamline our presence in veterinary testing through a strategic partnership with Fidelio Capital, a Swedish firm with significant investments in animal health. QIAGEN transferred our portfolio of veterinary assays and the Leipzig site to INDICAL BIOSCIENCE GmbH, a new company created by Fidelio. Under the agreement, QIAGEN manufactures and supplies sample processing solutions for INDICAL.
|
•
|
QIAGEN entered into a joint venture in May 2017 with Sichuan Maccura Biotechnology Co., Ltd., a leading in vitro diagnostics company in China, to accelerate the growth of QIAGEN’s GeneReader NGS System. Known as MAQGEN China and based in Chengdu, Sichuan Province, the venture will develop local adaptations, pursue regulatory paths for the GeneReader and leverage Maccura’s broad customer network to expand the system’s adoption in laboratories across China. Maccura owns 60% of the joint venture and QIAGEN owns 40%. QIAGEN’s own operations in China continue as a stand-alone company, focusing on our other products and services for customers such as QuantiFERON-TB and the Life Sciences portfolio.
|
•
|
QIAGEN took steps in late 2017 to streamline its product portfolio in China and focus on growth areas by discontinuing commercialization of some non-core PCR tests and externalizing the HPV test franchise for cervical cancer screening in China to a third-party company. In January 2018, a partnership became effective with a Chinese company that has taken over R&D, commercial distribution, and the related QIAGEN employees and infrastructure of the HPV test franchise in China. QIAGEN is a minority shareholder of this company.
|
•
|
In January 2017, QIAGEN acquired OmicSoft Corporation, a privately held company based in the Research Triangle area of North Carolina, to expand our industry-leading bioinformatics offering with complementary solutions enabling scientists to visualize and mine large institutional and publicly available “omics” datasets. The OmicSoft software solutions meet a growing need in discovery and translational research to access and manage huge amounts of data on DNA, RNA and other biological variables generated by next-generation sequencing studies.
|
•
|
In 2016, QIAGEN acquired Exiqon A/S, a publicly traded company based in Vedbaek, Denmark, expanding our leadership position in Sample to Insight solutions for RNA analysis. Exiqon’s RNA analysis solutions, with proprietary Locked Nucleic Acid (LNA) technology, are used by academic, biotech and pharmaceutical researchers worldwide to explore correlations between gene activity and the development of cancer and other diseases. In two steps during 2016, we paid a total of $100.7 million for 100% of the shares of Exiqon. In 2017, Exiqon’s product offering was fully integrated into QIAGEN, providing customers of both companies ready access to the combined portfolio of solutions.
|
|
|
Full-year 2018
|
||||
|
|
Sales
(In $ m) |
|
%
change
|
|
% of
sales |
Consumables and related revenues
|
|
$1,315
|
|
+6%
|
|
88%
|
Instruments
|
|
$186
|
|
+7%
|
|
12%
|
|
|
|
|
|
|
|
Molecular Diagnostics
(1)
|
|
$732
|
|
+7%
|
|
49%
|
Applied Testing
|
|
$137
|
|
—%
|
|
9%
|
Pharma
|
|
$291
|
|
+6%
|
|
19%
|
Academia
|
|
$342
|
|
+6%
|
|
23%
|
|
|
Full-year 2018
|
||||
|
|
Sales
(In $ m) |
|
%
change
|
|
% of
sales |
Americas
|
|
$693
|
|
+6%
|
|
46%
|
Europe / Middle East / Africa
|
|
$490
|
|
+6%
|
|
33%
|
Asia-Pacific / Japan
|
|
$315
|
|
+6%
|
|
21%
|
|
|
Full-year 2017
|
||||
|
|
Sales
(In $ m) |
|
%
change
|
|
% of
sales |
Americas
|
|
$653
|
|
+4%
|
|
46%
|
Europe / Middle East / Africa
|
|
$463
|
|
+8%
|
|
33%
|
Asia-Pacific / Japan
|
|
$299
|
|
+7%
|
|
21%
|
|
|
Full-year 2017
|
||||
|
|
Sales
(In $ m) |
|
%
change
|
|
% of
sales |
Consumables and related revenues
|
|
$1,243
|
|
+7%
|
|
88%
|
Instruments
|
|
$175
|
|
+2%
|
|
12%
|
|
|
|
|
|
|
|
Molecular Diagnostics
(1)
|
|
$683
|
|
+5%
|
|
48%
|
Applied Testing
|
|
$137
|
|
+14%
|
|
10%
|
Pharma
|
|
$275
|
|
+7%
|
|
19%
|
Academia
|
|
$323
|
|
+4%
|
|
23%
|
Contractual Obligations
(in thousands)
|
Payments Due by Period
|
||||||||||||||||||||||||||
Total
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
2023
|
|
Thereafter
|
|||||||||||||||
Long-term debt
(1)
|
$
|
2,288,726
|
|
|
$
|
531,197
|
|
|
$
|
25,884
|
|
|
$
|
339,446
|
|
|
$
|
490,402
|
|
|
$
|
344,550
|
|
|
$
|
557,247
|
|
Purchase obligations
|
128,281
|
|
|
93,214
|
|
|
20,804
|
|
|
8,883
|
|
|
2,690
|
|
|
2,690
|
|
|
—
|
|
|||||||
Operating leases
|
60,666
|
|
|
20,235
|
|
|
14,845
|
|
|
10,745
|
|
|
6,839
|
|
|
3,854
|
|
|
4,148
|
|
|||||||
License and royalty payments
(2)
|
48,631
|
|
|
11,973
|
|
|
11,613
|
|
|
9,167
|
|
|
6,731
|
|
|
4,704
|
|
|
4,443
|
|
|||||||
Capital lease obligations
(3)
|
86
|
|
|
63
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Total contractual cash obligations
|
$
|
2,526,390
|
|
|
$
|
656,682
|
|
|
$
|
73,169
|
|
|
$
|
368,241
|
|
|
$
|
506,662
|
|
|
$
|
355,798
|
|
|
$
|
565,838
|
|
Item 6.
|
Directors, Senior Management and Employees
|
Name
|
Age
|
Position
|
Peer M. Schatz
|
53
|
Managing Director, Chief Executive Officer
|
Roland Sackers
|
50
|
Managing Director, Chief Financial Officer
|
Name
(1)
|
Age
|
Position
|
Stéphane Bancel
|
46
|
Supervisory Director, Member of the Compensation Committee, Audit Committee and Science and Technology Committee
|
Dr. Håkan Björklund
|
62
|
Chairman of the Supervisory Board, Member of the Compensation Committee and Selection and Appointment Committee
|
Dr. Metin Colpan
|
64
|
Supervisory Director, Chairman of the Science and Technology Committee and Member of the Selection and Appointment Committee
|
Dr. Ross L. Levine
|
47
|
Supervisory Director and Member of the Science and Technology Committee
|
Dr. Elaine Mardis
|
56
|
Supervisory Director and Member of the Science and Technology Committee
|
Lawrence A. Rosen
|
61
|
Supervisory Director and Chairman of the Audit Committee
|
Elizabeth E. Tallett
|
69
|
Supervisory Director, Chairwoman of the Compensation Committee, Member of the Audit Committee and Member of the Selection and Appointment Committee
|
(1)
|
Prof. Dr. Manfred Karobath was a member of the Supervisory Board since 2000 and did not stand for re-election at the Company’s Annual General Meeting in June 2018.
|
|
Annual Compensation
|
|
Long-Term Compensation
|
|||||||||||||||||
Name
|
Fixed Salary
|
|
Variable Cash
Bonus
(1)
|
|
Other
(3)
|
|
Total
|
|
Defined
Contribution
Benefit Plan
|
|
Performance
Stock Units Granted
(2)
|
|||||||||
Managing Board
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Peer M. Schatz
|
$
|
1,281,000
|
|
|
—
|
|
|
5,000
|
|
|
$
|
1,286,000
|
|
|
$
|
78,000
|
|
|
661,315
|
|
Roland Sackers
|
$
|
575,000
|
|
|
—
|
|
|
37,000
|
|
|
$
|
612,000
|
|
|
$
|
80,000
|
|
|
197,000
|
|
(1)
|
The Variable Cash Bonus does not include values which were converted to equity-based compensation for each Managing Board member at his election in lieu of the value of the cash bonus earned by such Managing Board member in 2018. In 2019, Mr. Schatz will receive a grant of 60,982 performance stock units and Mr. Sackers will receive a grant of 21,131
|
(2)
|
The Performance Stock Units Granted amount includes the number of performance stock units granted to each Managing Board member under the Company's Commitment Program. In 2018, Mr. Schatz received a grant of 307,000 performance stock units and Mr. Sackers received a grant of 97,000 performance stock units.
|
(3)
|
Amounts include, among others, car lease and reimbursed personal expenses such as tax consulting. We also occasionally reimburse our Managing Directors' personal expenses related to attending out-of-town meetings but not directly related to their attendance. Amounts do not include the reimbursement of certain expenses relating to travel incurred at the request of QIAGEN, other reimbursements or payments that in total did not exceed $10,000 or tax amounts paid by the Company to tax authorities in order to avoid double-taxation under multi-tax jurisdiction employment agreements.
|
Fee payable to the Chairman of the Supervisory Board
|
$150,000
|
Fee payable to the Vice Chairman of the Supervisory Board
|
$90,000
|
Fee payable to each member of the Supervisory Board
|
$57,500
|
Additional compensation payable to members holding the following positions:
|
|
Chairman of the Audit Committee
|
$25,000
|
Chairman of the Compensation Committee
|
$18,000
|
Chairman of the Selection and Appointment Committee and other board committees
|
$12,000
|
Fee payable to each member of the Audit Committee
|
$15,000
|
Fee payable to each member of the Compensation Committee
|
$11,000
|
Fee payable to each member of the Selection and Appointment Committee and other board committees
|
$6,000
|
Name
|
Fixed
Remuneration
|
|
Committee Chairman/
Chairwoman
|
|
Committee
Membership
|
|
|
Total
(2)
|
|
Restricted
Stock Units
|
|||||||
Supervisory Board
|
|
|
|
|
|
|
|
|
|
|
|||||||
Stéphane Bancel
|
$
|
57,500
|
|
|
—
|
|
|
32,000
|
|
|
|
$
|
89,500
|
|
|
9,866
|
|
Dr. Håkan Björklund
|
$
|
103,750
|
|
|
6,000
|
|
|
14,000
|
|
|
|
$
|
123,750
|
|
|
9,866
|
|
Dr. Metin Colpan
|
$
|
57,500
|
|
|
12,000
|
|
|
6,000
|
|
|
|
$
|
75,500
|
|
|
9,866
|
|
Prof. Dr. Manfred Karobath
(1)
|
$
|
75,000
|
|
|
6,000
|
|
|
8,500
|
|
|
|
$
|
89,500
|
|
|
9,866
|
|
Dr. Ross L. Levine
|
$
|
57,500
|
|
|
—
|
|
|
6,000
|
|
|
|
$
|
63,500
|
|
|
9,866
|
|
Dr. Elaine Mardis
|
$
|
57,500
|
|
|
—
|
|
|
6,000
|
|
|
|
$
|
63,500
|
|
|
9,866
|
|
Lawrence A. Rosen
|
$
|
57,500
|
|
|
25,000
|
|
|
—
|
|
|
|
$
|
82,500
|
|
|
9,866
|
|
Elizabeth E. Tallett
|
$
|
57,500
|
|
|
18,000
|
|
|
21,000
|
|
|
|
$
|
96,500
|
|
|
9,866
|
|
Name of Supervisory Director
(
1)
|
|
Member of Audit
Committee |
|
Member of
Compensation Committee |
|
Member of Selection
and Appointment Committee |
|
Member of Science
and Technology Committee |
Stéphane Bancel
|
|
l
|
|
l
|
|
|
|
l
|
Dr. Håkan Björklund
|
|
|
|
l
|
|
l
(Chairman) |
|
|
Dr. Metin Colpan
|
|
|
|
|
|
l
|
|
l
(Chairman) |
Dr. Ross L. Levine
|
|
|
|
|
|
|
|
l
|
Dr. Elaine Mardis
|
|
|
|
|
|
|
|
l
|
Lawrence A. Rosen
|
|
l
(Chairman) |
|
|
|
|
|
|
Elizabeth E. Tallett
|
|
l
|
|
l
(Chairwoman) |
|
l
|
|
|
|
Shares Beneficially Owned
(1)
|
||||
Name and Country of Residence
|
Number
(2)
|
|
Percent Ownership
|
||
Peer M. Schatz, Germany
|
2,732,805
|
|
(3)
|
1.21
|
%
|
Roland Sackers, Germany
|
40,000
|
|
(4)
|
*
|
|
Stéphane Bancel, United States
|
4,429
|
|
(5)
|
*
|
|
Dr. Håkan Björklund, Sweden
|
—
|
|
|
—
|
|
Dr. Metin Colpan, Germany
|
3,539,784
|
|
(6)
|
1.57
|
%
|
Dr. Ross L. Levine, United States
|
—
|
|
|
—
|
|
Dr. Elaine Mardis, United States
|
—
|
|
(7)
|
—
|
|
Lawrence A. Rosen, United States
|
—
|
|
(8)
|
—
|
|
Elizabeth Tallett, United States
|
16,103
|
|
(9)
|
*
|
|
(1)
|
The number of Common Shares outstanding as of
January 31, 2019
was 225,512,336. The persons and entities named in the table have sole voting and investment power with respect to all shares shown as beneficially owned by them and have the same voting rights as shareholders with respect to Common Shares.
|
(2)
|
Does not include Common Shares subject to options or awards held by such persons at
January 31, 2019
. See footnotes below for information regarding options now exercisable or that could become exercisable within 60 days of the date of this table.
|
(3)
|
Does not include
505,524
shares issuable upon the exercise of options now exercisable having exercise prices ranging from
$15.59 to $22.25
per share. Options expire in increments during the period between February 2020 and February 2023. Does not include 386,571 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table. Includes 1,477,171 shares held by PS Capital Management, of which Mr. Schatz is the sole stockholder. 350,000 of the shares beneficially owned by Mr. Schatz have been pledged by him as security for an obligation.
|
(4)
|
Does not include
135,739
shares issuable upon the exercise of options now exercisable having exercise prices ranging from
$15.59 to $22.25
per share. Options expire in increments during the period between February 2020 and February 2023. Does not include 125,688 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.
|
(5)
|
Does not include 10,296 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.
|
(6)
|
Does not include
7,893
shares issuable upon the exercise of options now exercisable having exercise prices ranging from
$15.59 to $22.43
per share. Options expire in increments during the period between February 2019 and February 2022. Includes 2,741,579 shares held by CC Verwaltungs GmbH, of which Dr. Colpan is the sole stockholder and 770,370 shares held by Colpan GbR. Does not include 10,833 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.
|
(7)
|
Does not include 4,296 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.
|
(8)
|
Does not include 10,296 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.
|
(9)
|
Does not include
1,563
shares issuable upon the exercise of options now exercisable having exercise prices of
$15.59
per share. Options expire on February 2022. Does not include 10,296 shares issuable upon the release of unvested stock awards that could become releasable within 60 days from the date of this table.
|
Name
|
Total Vested
Options |
|
Expiration Dates
|
|
Exercise Prices
|
|
Peer M. Schatz
|
505,524
|
|
|
2/26/2020 to 2/28/2023
|
|
$15.59 to $22.25
|
Roland Sackers
|
135,739
|
|
|
2/26/2020 to 2/28/2023
|
|
$15.59 to $22.25
|
Dr. Metin Colpan
|
7,893
|
|
|
2/27/2019 to 2/28/2022
|
|
$15.59 to $22.43
|
Elizabeth E. Tallett
|
1,563
|
|
|
2/28/2022
|
|
$15.59
|
Region
|
Research &
Development
|
|
Sales
|
|
Production
|
|
Marketing
|
|
Administration
|
|
Total
|
||||||
Americas
|
231
|
|
|
559
|
|
|
277
|
|
|
77
|
|
|
86
|
|
|
1,230
|
|
Europe, Middle East & Africa
|
775
|
|
|
762
|
|
|
656
|
|
|
155
|
|
|
322
|
|
|
2,670
|
|
Asia Pacific & Rest of World
|
50
|
|
|
669
|
|
|
134
|
|
|
76
|
|
|
123
|
|
|
1,052
|
|
December 31, 2018
|
1,056
|
|
|
1,990
|
|
|
1,067
|
|
|
308
|
|
|
531
|
|
|
4,952
|
|
Item 7.
|
Major Shareholders and Related Party Transactions
|
|
Shares Beneficially Owned
|
||||
Name and Country of Residence
|
Number
|
|
Percent Ownership
(1)
|
||
BlackRock, Inc., United States
|
21,835,286
|
|
(2)
|
9.68
|
%
|
PRIMECAP Management Company, United States
|
15,905,399
|
|
(3)
|
7.05
|
%
|
Massachusetts Financial Services Company, United States
|
13,110,410
|
|
(4)
|
5.81
|
%
|
(1)
|
The percentage ownership was calculated based on
225,509,286
Common Shares outstanding as of
December 31, 2018
.
|
(2)
|
Of the
21,835,286
shares attributed to BlackRock, Inc., it has sole voting power over 20,049,694 and sole dispositive power over all
21,835,286
shares. This information is based solely on the Schedule 13G filed by BlackRock, Inc. with the Securities and Exchange Commission on February 6, 2019, which reported ownership as of
December 31, 2018
.
|
(3)
|
Of the
15,905,399
shares attributed to PRIMECAP Management Company, it has sole voting power over 7,478,790 and sole dispositive power over all
15,905,399
shares. This information is based solely on the Schedule 13G filed by PRIMECAP Management Company with the Securities and Exchange Commission on February 8, 2019, which reported ownership as of
December 31, 2018
.
|
(4)
|
Of the
13,110,410
shares attributed to Massachusetts Financial Services Company, it has sole voting power over 10,185,707 and sole dispositive power over all
13,110,410
shares. This information is based solely on the Schedule 13G filed by Massachusetts Financial Services Company with the Securities and Exchange Commission on February 13, 2019, which reported ownership as of
December 31, 2018
.
|
Item 8.
|
Financial Information
|
Item 9.
|
The Offer and Listing
|
|
High ($)
|
|
Low ($)
|
||
Annual:
|
|
|
|
||
2014
|
25.32
|
|
|
19.46
|
|
2015
|
28.53
|
|
|
22.11
|
|
2016
|
28.84
|
|
|
19.94
|
|
2017
|
36.34
|
|
|
27.40
|
|
2018
|
39.45
|
|
|
30.78
|
|
|
High ($)
|
|
Low ($)
|
||
Quarterly 2017:
|
|
|
|
||
First Quarter
|
30.25
|
|
|
27.40
|
|
Second Quarter
|
35.26
|
|
|
27.74
|
|
Third Quarter
|
34.76
|
|
|
31.02
|
|
Fourth Quarter
|
36.34
|
|
|
30.20
|
|
Quarterly 2018:
|
|
|
|
||
First Quarter
|
34.79
|
|
|
30.78
|
|
Second Quarter
|
37.61
|
|
|
31.10
|
|
Third Quarter
|
39.45
|
|
|
35.57
|
|
Fourth Quarter
|
38.27
|
|
|
32.33
|
|
Quarterly 2019:
|
|
|
|
||
First Quarter (through February 28, 2019)
|
39.15
|
|
|
33.52
|
|
|
|
|
|
||
|
High ($)
|
|
Low ($)
|
||
Monthly:
|
|
|
|
||
September 2018
|
38.57
|
|
|
37.14
|
|
October 2018
|
38.27
|
|
|
33.02
|
|
November 2018
|
37.44
|
|
|
33.45
|
|
December 2018
|
36.55
|
|
|
32.33
|
|
January 2019
|
37.59
|
|
|
33.52
|
|
February 2019
|
39.15
|
|
|
35.72
|
|
|
High (EUR)
|
|
Low (EUR)
|
||
Annual:
|
|
|
|
||
2014
|
19.64
|
|
|
14.38
|
|
2015
|
26.05
|
|
|
18.72
|
|
2016
|
27.26
|
|
|
17.76
|
|
2017
|
31.52
|
|
|
25.41
|
|
2018
|
34.05
|
|
|
25.22
|
|
|
High (EUR)
|
|
Low (EUR)
|
||
Quarterly 2017:
|
|
|
|
||
First Quarter
|
28.50
|
|
|
25.41
|
|
Second Quarter
|
31.52
|
|
|
26.03
|
|
Third Quarter
|
30.02
|
|
|
25.89
|
|
Fourth Quarter
|
30.08
|
|
|
25.78
|
|
Quarterly 2018:
|
|
|
|
||
First Quarter
|
28.33
|
|
|
25.42
|
|
Second Quarter
|
32.36
|
|
|
25.22
|
|
Third Quarter
|
34.05
|
|
|
30.64
|
|
Fourth Quarter
|
33.05
|
|
|
29.01
|
|
Quarterly 2019:
|
|
|
|
||
First Quarter (through February 28, 2019)
|
34.53
|
|
|
29.19
|
|
|
High (EUR)
|
|
Low (EUR)
|
||
Monthly:
|
|
|
|
||
September 2018
|
33.62
|
|
|
31.54
|
|
October 2018
|
33.05
|
|
|
29.22
|
|
November 2018
|
32.84
|
|
|
29.30
|
|
December 2018
|
32.32
|
|
|
29.01
|
|
January 2019
|
33.01
|
|
|
29.19
|
|
February 2019
|
34.53
|
|
|
31.31
|
|
Item 10.
|
Additional Information
|
(i)
|
the transfer of our enterprise or practically our entire enterprise to a third party;
|
(ii)
|
the entry into or termination of a long-term cooperation by us or one of our subsidiaries (
dochtermaatschappijen
) with another legal person or partnership or as a fully liable general partner of a limited partnership or a general partnership, if such cooperation or termination is of a far-reaching significance for us; and
|
(iii)
|
the acquisition or divestment by us or one of our subsidiaries (
dochtermaatschappijen
) of a participating interest in the capital of a company with a value of at least one-third of the sum of our assets according to our consolidated balance sheet and explanatory notes in our last adopted annual accounts.
|
Item 11.
|
Quantitative and Qualitative Disclosures About Market Risk
|
Item 12.
|
Description of Securities Other than Equity Securities
|
Item 13.
|
Defaults, Dividend Arrearages and Delinquencies
|
Item 14.
|
Material Modifications to the Rights of Security Holders and Use of Proceeds
|
Item 15.
|
Controls and Procedures
|
Item 16A.
|
Audit Committee Financial Expert
|
Item 16B.
|
Code of Ethics
|
Item 16C.
|
Principal Accountant Fees and Services
|
(in millions)
|
2018
|
|
2017
|
||||
Audit fees
|
$
|
2.6
|
|
|
$
|
1.8
|
|
-Consolidated financial statements
|
1.8
|
|
|
1.2
|
|
||
-Statutory financial statements
|
0.8
|
|
|
0.6
|
|
||
Audit-related fees
|
0.3
|
|
|
0.5
|
|
||
Tax and other fees
|
0.1
|
|
|
—
|
|
||
Total
|
$
|
3.0
|
|
|
$
|
2.3
|
|
Item 16D.
|
Exemptions From the Listing Standards for Audit Committees
|
Item 16E.
|
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
|
Period
|
|
(a)Total number of shares purchased
|
|
(b)Average price paid per share in $
(1)
|
|
(c) Total number of shares purchased as part of publicly announced plans and programs
|
|
(d) Approximate dollar value of shares that may yet be purchased under these plans and programs
(in millions)
(2)
|
January 1 to April 30, 2018
|
|
—
|
|
—
|
|
—
|
|
$200.0
|
May 1-31, 2018
|
|
277,234
|
|
$35.72
|
|
277,234
|
|
$190.1
|
June 1-30, 2018
|
|
541,402
|
|
$36.34
|
|
541,402
|
|
$170.4
|
July 1-31, 2018
|
|
310,322
|
|
$36.90
|
|
310,322
|
|
$159.0
|
August 1-31, 2018
|
|
203,519
|
|
$37.53
|
|
203,519
|
|
$151.3
|
September 1-30, 2018
|
|
706,323
|
|
$37.73
|
|
706,323
|
|
$124.7
|
October 1 to October 31, 2018
|
|
663,888
|
|
$35.68
|
|
663,888
|
|
$101.0
|
November 1 to November 30, 2018
|
|
—
|
|
—
|
|
—
|
|
$101.0
|
December 1 to December 31, 2018
|
|
168,474
|
|
$33.72
|
|
168,474
|
|
$95.3
|
Total
|
|
2,871,162
|
|
$36.46
|
|
2,871,162
|
|
|
Item 16F.
|
Change in Registrant’s Certifying Accountant
|
Item 16G.
|
Corporate Governance
|
1.
|
Best practice provision 2.2.2 recommends that a supervisory board member is appointed for a period of four years. A member may be reappointed for a term of additional two years, which appointment may be extended by at most two years.
|
2.
|
Best practice provision 2.1.5 recommends that the Supervisory Board should draw up a diversity policy for the composition of the Management Board, the Supervisory Board and, if applicable, the Executive Committee. The policy should address concrete targets relating to diversity and the diversity aspects to the Company, such as nationality, age, gender and education and work background.
|
3.
|
Best practice provision 3.1.2 vi. recommends that when formulating the remuneration policy, it should be considered that shares awarded to management board should be held for a period of at least five years
|
4.
|
Best practice provision 3.2.3 recommends that the maximum remuneration in the event of dismissal of a management board member may not exceed one year's salary (the "fixed" remuneration component).
|
5.
|
Best practice provision 2.2.4 recommends that the supervisory board should draw up a retirement schedule in order to avoid, as far as possible, a situation in which many supervisory board members retire simultaneously. The retirement schedule should be made generally available and should be posted on the company’s website.
|
6.
|
Best practice provision 3.3.2 recommends that a supervisory board member may not be granted any shares and/or rights to shares by way of remuneration.
|
•
|
QIAGEN is exempt from NYSE’s quorum requirements applicable to meetings of ordinary shareholders. In keeping with the law of The Netherlands and generally accepted business practices in The Netherlands, QIAGEN’s Articles of Association provide that there are no quorum requirements generally applicable to meetings of the General Meeting.
|
•
|
QIAGEN is exempt from NYSE’s requirements that shareholder approval be obtained prior to the establishment of, or material amendments to, stock option or purchase plans and other equity compensation arrangements pursuant to which options or stock may be acquired by directors, officers, employees or consultants. QIAGEN is also exempt from NYSE’s requirements that shareholder approval be obtained prior to certain issuances of stock resulting in a change of control, occurring in connection with acquisitions of stock or assets of another company
|
Item 16H.
|
Mine Safety Disclosure
|
Item 17.
|
Financial Statements
|
Item 18.
|
Financial Statements
|
(A)
|
The following financial statements, together with the reports of KPMG thereon, are filed as part of this annual report:
|
Item 19.
|
Exhibits
|
Articles of Association as confirmed by notarial deed as of January 24, 2017 (English translation) (1)
|
|
|
|
2019 Bonds Indenture dated March 19, 2014 (Filed as Exhibit 2.7) (2)
|
|
|
|
2021 Bonds Indenture dated March 19, 2014 (Filed as Exhibit 2.8) (2)
|
|
|
|
2019 Form of Warrant Confirmation dated March 12, 2014 (Filed as Exhibit 2.9) (2)
|
|
|
|
2021 Form of Warrant Confirmation dated March 12, 2014 (Filed as Exhibit 2.10) (2)
|
|
|
|
2019 Form of Bond Hedge Confirmation dated March 12, 2014 (Filed as Exhibit 2.11) (2)
|
|
|
|
2021 Form of Bond Hedge Confirmation dated March 12, 2014 (Filed as Exhibit 2.12) (2)
|
|
|
|
Schuldscheindarlehensvertrag Form of Loan Agreement dated as of June 19, 2017 (5)
|
|
|
|
$400 Million Note Purchase Agreement dated as of September 6, 2017 (5)
|
|
|
|
2023 Bonds Indenture dated September 13, 2017 (5)
|
|
|
|
2023 Form of Warrant Confirmation dated September 6, 2017 (5)
|
|
|
|
2023 Form of Bond Hedge Confirmation dated September 6, 2017 (5)
|
|
|
|
$500 Million Note Purchase Agreement dated as of November 6, 2018
|
|
|
|
2024 Bonds Indenture dated November 13, 2018
|
|
|
|
2024 Form of Warrant Confirmation dated November 6, 2018
|
|
|
|
2024 Form of Bond Hedge Confirmation dated November 6, 2018
|
|
|
|
|
|
QIAGEN N.V. Amended and Restated 2005 Stock Plan (Filed as Exhibit 99.1) (3)
|
|
|
|
QIAGEN N.V. 2014 Stock Plan (Filed as Exhibit 99.1) (4)
|
|
|
|
List of Subsidiaries
|
|
|
|
Certification under Section 302; Peer M. Schatz, Managing Director and Chief Executive Officer
|
|
|
|
Certification under Section 302; Roland Sackers, Managing Director and Chief Financial Officer
|
|
|
|
Certifications under Section 906; Peer M. Schatz, Managing Director and Chief Executive Officer and Roland Sackers, Managing Director and Chief Financial Officer
|
|
|
|
Consent of Independent Registered Public Accounting Firm
|
|
|
|
†*101
|
XBRL Interactive Data File
|
*
|
Filed herewith.
|
†
|
Pursuant to Rule 406(T) of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
|
(1)
|
Incorporated by reference to Form 20-F Annual Report of QIAGEN N.V. filed with the Securities and Exchange Commission on March 6, 2017.
|
(2)
|
Incorporated by reference to Form 20-F Annual Report of QIAGEN N.V. filed with the Securities and Exchange Commission on March 2, 2015.
|
(3)
|
Incorporated by reference to Registration Statement of QIAGEN N.V. on Form S-8 filed with the Securities and Exchange Commission on November 17, 2011.
|
(4)
|
Incorporated by reference to Registration Statement of QIAGEN N.V. on Form S-8 filed with the Securities and Exchange Commission on April 2, 2015.
|
(5)
|
Incorporated by reference to Form 20-F Annual Report of QIAGEN N.V. filed with the Securities and Exchange Commission on March 6, 2018.
|
|
|
|
QIAGEN N.V.
|
|
Dated:
|
March 5, 2019
|
|
|
|
|
|
|
By:
|
/s/ Peer M. Schatz
|
|
|
|
|
Peer M. Schatz, Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
/s/ Roland Sackers
|
|
|
|
|
Roland Sackers, Chief Financial Officer
|
|
Page
|
|
|
|
As of December 31,
|
||||||
|
Note
|
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
|
||||
Cash and cash equivalents
|
(3)
|
|
$
|
1,159,079
|
|
|
$
|
657,714
|
|
Short-term investments
|
(7)
|
|
234,606
|
|
|
359,198
|
|
||
Accounts receivable, net of allowance for doubtful accounts of $9,270 and $8,008 in 2018 and 2017, respectively
|
(3, 23)
|
|
351,612
|
|
|
329,138
|
|
||
Income taxes receivable
|
|
|
34,936
|
|
|
39,509
|
|
||
Inventories, net
|
(3)
|
|
162,912
|
|
|
155,927
|
|
||
Fair value of derivative instruments - current
|
(13)
|
|
102,754
|
|
|
7,480
|
|
||
Prepaid expenses and other current assets
|
(8)
|
|
109,161
|
|
|
99,007
|
|
||
Total current assets
|
|
|
2,155,060
|
|
|
1,647,973
|
|
||
Long-term assets:
|
|
|
|
|
|
||||
Property, plant and equipment, net of accumulated depreciation of $603,430 and $564,588 in 2018 and 2017, respectively
|
(9)
|
|
511,659
|
|
|
494,321
|
|
||
Goodwill
|
(11)
|
|
2,108,536
|
|
|
2,012,904
|
|
||
Intangible assets, net of accumulated amortization of $1,194,679 and $1,117,423 in 2018 and 2017, respectively
|
(11)
|
|
475,043
|
|
|
499,318
|
|
||
Deferred income taxes
|
(16)
|
|
42,896
|
|
|
39,353
|
|
||
Fair value of derivative instruments - long-term
|
(13)
|
|
295,363
|
|
|
224,398
|
|
||
Other long-term assets (of which $24,300 and $17,713 in 2018 and 2017 due from related parties, respectively)
|
(10, 23)
|
|
159,775
|
|
|
120,249
|
|
||
Total long-term assets
|
|
|
3,593,272
|
|
|
3,390,543
|
|
||
Total assets
|
|
|
$
|
5,748,332
|
|
|
$
|
5,038,516
|
|
|
|
|
As of December 31,
|
||||||
|
Note
|
|
2018
|
|
2017
|
||||
Liabilities and equity
|
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
|
||||
Current portion of long-term debt
|
(15)
|
|
$
|
503,116
|
|
|
$
|
—
|
|
Accounts payable
|
(22)
|
|
69,415
|
|
|
59,205
|
|
||
Fair value of derivative instruments - current
|
(13)
|
|
106,594
|
|
|
2,424
|
|
||
Accrued and other current liabilities (of which $5,488 and $9,028 due to related parties in 2018 and 2017, respectively)
|
(10, 22)
|
|
263,017
|
|
|
241,690
|
|
||
Income taxes payable
|
|
|
30,047
|
|
|
21,473
|
|
||
Total current liabilities
|
|
|
972,189
|
|
|
324,792
|
|
||
Long-term liabilities:
|
|
|
|
|
|
||||
Long-term debt, net of current portion
|
(15)
|
|
1,671,090
|
|
|
1,758,258
|
|
||
Deferred income taxes
|
(16)
|
|
63,411
|
|
|
76,727
|
|
||
Fair value of derivative instruments - long-term
|
(13)
|
|
317,393
|
|
|
253,389
|
|
||
Other long-term liabilities (of which $3,075 due to related parties in 2017)
|
(10, 22)
|
|
89,279
|
|
|
84,354
|
|
||
Total long-term liabilities
|
|
|
2,141,173
|
|
|
2,172,728
|
|
||
Commitments and contingencies
|
(19)
|
|
|
|
|
|
|
||
Equity:
|
|
|
|
|
|
||||
Preference shares, 0.01 EUR par value, authorized—450,000 shares, no shares issued and outstanding
|
|
|
—
|
|
|
—
|
|
||
Financing preference shares, 0.01 EUR par value, authorized—40,000 shares, no shares issued and outstanding
|
|
|
—
|
|
|
—
|
|
||
Common Shares, 0.01 EUR par value, authorized—410,000 shares, issued — 230,829 shares in 2018 and 2017, respectively
|
|
|
2,702
|
|
|
2,702
|
|
||
Additional paid-in capital
|
|
|
1,742,191
|
|
|
1,630,095
|
|
||
Retained earnings
|
|
|
1,379,624
|
|
|
1,247,945
|
|
||
Accumulated other comprehensive loss
|
(17)
|
|
(310,644
|
)
|
|
(220,759
|
)
|
||
Less treasury shares, at cost— 5,320 and 4,272 shares in 2018 and 2017, respectively
|
(17)
|
|
(178,903
|
)
|
|
(118,987
|
)
|
||
Total equity
|
|
|
2,634,970
|
|
|
2,540,996
|
|
||
Total liabilities and equity
|
|
|
$
|
5,748,332
|
|
|
$
|
5,038,516
|
|
|
|
|
Years ended December 31,
|
||||||||||
|
Note
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
(3, 4, 23)
|
|
$
|
1,501,848
|
|
|
$
|
1,417,536
|
|
|
$
|
1,337,991
|
|
Cost of sales
|
|
|
500,888
|
|
|
494,975
|
|
|
493,338
|
|
|||
Gross profit
|
|
|
1,000,960
|
|
|
922,561
|
|
|
844,653
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
||||||
Research and development
|
(3)
|
|
161,852
|
|
|
154,084
|
|
|
149,841
|
|
|||
Sales and marketing
|
|
|
392,281
|
|
|
375,562
|
|
|
376,321
|
|
|||
General and administrative, restructuring, integration and other, net
|
(3)
|
|
141,214
|
|
|
200,098
|
|
|
180,573
|
|
|||
Acquisition-related intangible amortization
|
|
|
39,032
|
|
|
39,398
|
|
|
39,091
|
|
|||
Total operating expenses
|
|
|
734,379
|
|
|
769,142
|
|
|
745,826
|
|
|||
Income from operations
|
|
|
266,581
|
|
|
153,419
|
|
|
98,827
|
|
|||
Other income (expense):
|
|
|
|
|
|
|
|
||||||
Interest income
|
|
|
20,851
|
|
|
10,645
|
|
|
6,776
|
|
|||
Interest expense
|
|
|
(67,293
|
)
|
|
(49,685
|
)
|
|
(39,022
|
)
|
|||
Other income (expense), net
|
(6)
|
|
5,598
|
|
|
(4
|
)
|
|
(9,673
|
)
|
|||
Total other expense, net
|
|
|
(40,844
|
)
|
|
(39,044
|
)
|
|
(41,919
|
)
|
|||
Income before income taxes
|
|
|
225,737
|
|
|
114,375
|
|
|
56,908
|
|
|||
Income taxes
|
(3, 16)
|
|
35,357
|
|
|
73,981
|
|
|
(23,395
|
)
|
|||
Net income
|
|
|
190,380
|
|
|
40,394
|
|
|
80,303
|
|
|||
Net loss attributable to noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
(101
|
)
|
|||
Net income attributable to the owners of QIAGEN N.V.
|
|
|
$
|
190,380
|
|
|
$
|
40,394
|
|
|
$
|
80,404
|
|
Basic net income per common share attributable to the owners of QIAGEN N.V.
|
|
|
$
|
0.84
|
|
|
$
|
0.18
|
|
|
$
|
0.34
|
|
Diluted net income per common share attributable to the owners of QIAGEN N.V.
|
|
|
$
|
0.82
|
|
|
$
|
0.17
|
|
|
$
|
0.34
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
|
|
|
|
|
|
|
||||||
Basic
|
(18)
|
|
226,640
|
|
|
228,074
|
|
|
234,800
|
|
|||
Diluted
|
(18)
|
|
233,456
|
|
|
233,009
|
|
|
238,993
|
|
|
|
|
Years ended December 31,
|
||||||||||
|
Note
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
|
|
$
|
190,380
|
|
|
$
|
40,394
|
|
|
$
|
80,303
|
|
Other comprehensive income (loss) to be reclassified to profit or loss in subsequent periods:
|
|
|
|
|
|
|
|
||||||
Gains (losses) on cash flow hedges, before tax
|
(13)
|
|
25,207
|
|
|
(50,067
|
)
|
|
(3,969
|
)
|
|||
Reclassification adjustments on cash flow hedges, before tax
|
(13)
|
|
(9,774
|
)
|
|
26,136
|
|
|
(6,228
|
)
|
|||
Cash flow hedges, before tax
|
|
|
15,433
|
|
|
(23,931
|
)
|
|
(10,197
|
)
|
|||
Losses on marketable securities, before tax
|
|
|
—
|
|
|
(854
|
)
|
|
(1,421
|
)
|
|||
Gains on pensions, before tax
|
|
|
1,325
|
|
|
886
|
|
|
929
|
|
|||
Foreign currency translation adjustments, before tax
|
|
|
(108,045
|
)
|
|
135,945
|
|
|
(65,910
|
)
|
|||
Other comprehensive (loss) income, before tax
|
|
|
(91,287
|
)
|
|
112,046
|
|
|
(76,599
|
)
|
|||
Income tax relating to components of other comprehensive income (loss)
|
|
|
460
|
|
|
1,034
|
|
|
2,562
|
|
|||
Total other comprehensive income (loss), after tax
|
|
|
(90,827
|
)
|
|
113,080
|
|
|
(74,037
|
)
|
|||
Comprehensive income
|
|
|
99,553
|
|
|
153,474
|
|
|
6,266
|
|
|||
Comprehensive (income) attributable to noncontrolling interest
|
|
|
—
|
|
|
—
|
|
|
(545
|
)
|
|||
Comprehensive income attributable to the owners of QIAGEN N.V.
|
|
|
$
|
99,553
|
|
|
$
|
153,474
|
|
|
$
|
5,721
|
|
(in thousands)
|
Note
|
|
Common Shares
|
|
Additional
Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Treasury Shares
|
|
Equity Attributable to the Owners of QIAGEN N.V.
|
|
Non-controlling Interest
|
|
Total
Equity
|
||||||||||||||||||||||
|
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|
Shares
|
|
Amount
|
|
|
|
|
|
|
||||||||||||||||||
Balance at December 31, 2015
|
|
|
239,707
|
|
|
$
|
2,812
|
|
|
$
|
1,765,595
|
|
|
$
|
1,209,197
|
|
|
$
|
(259,156
|
)
|
|
(6,702
|
)
|
|
$
|
(152,412
|
)
|
|
$
|
2,566,036
|
|
|
$
|
2,034
|
|
|
$
|
2,568,070
|
|
Acquisition of QIAGEN Marseille S.A. shares from noncontrolling interests
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,624
|
)
|
|
(2,624
|
)
|
||||||||
Acquisition of Exiqon A/S
|
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,519
|
|
|
5,519
|
|
||||||||
Acquisition of Exiqon shares from noncontrolling interests
|
(5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5,474
|
)
|
|
(5,474
|
)
|
||||||||
Net income
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,404
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,404
|
|
|
(101
|
)
|
|
80,303
|
|
||||||||
Unrealized gain, net on pension
|
(17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
650
|
|
|
—
|
|
|
—
|
|
|
650
|
|
|
—
|
|
|
650
|
|
||||||||
Unrealized loss, net on hedging contracts
|
(13)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,977
|
)
|
|
—
|
|
|
—
|
|
|
(2,977
|
)
|
|
—
|
|
|
(2,977
|
)
|
||||||||
Realized gain, net on hedging contracts
|
(13)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,671
|
)
|
|
—
|
|
|
—
|
|
|
(4,671
|
)
|
|
—
|
|
|
(4,671
|
)
|
||||||||
Unrealized loss, net on marketable securities
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,371
|
)
|
|
—
|
|
|
—
|
|
|
(1,371
|
)
|
|
—
|
|
|
(1,371
|
)
|
||||||||
Translation adjustment, net
|
(17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(66,314
|
)
|
|
—
|
|
|
—
|
|
|
(66,314
|
)
|
|
646
|
|
|
(65,668
|
)
|
||||||||
Issuance of common shares in connection with stock plan
|
(21)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(26,137
|
)
|
|
—
|
|
|
1,555
|
|
|
32,406
|
|
|
6,269
|
|
|
—
|
|
|
6,269
|
|
||||||||
Excess tax benefit of employee stock plans
|
|
|
—
|
|
|
—
|
|
|
782
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
782
|
|
|
—
|
|
|
782
|
|
||||||||
Share-based compensation
|
(21)
|
|
—
|
|
|
—
|
|
|
28,288
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28,288
|
|
|
—
|
|
|
28,288
|
|
||||||||
Balance at December 31, 2016
|
|
|
239,707
|
|
|
$
|
2,812
|
|
|
$
|
1,794,665
|
|
|
$
|
1,263,464
|
|
|
$
|
(333,839
|
)
|
|
(5,147
|
)
|
|
$
|
(120,006
|
)
|
|
$
|
2,607,096
|
|
|
$
|
—
|
|
|
$
|
2,607,096
|
|
Capital repayment
|
|
|
(8,878
|
)
|
|
(110
|
)
|
|
(244,319
|
)
|
|
—
|
|
|
—
|
|
|
191
|
|
|
—
|
|
|
(244,429
|
)
|
|
—
|
|
|
(244,429
|
)
|
||||||||
Issuance of warrants
|
|
|
—
|
|
|
—
|
|
|
45,307
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
45,307
|
|
|
—
|
|
|
45,307
|
|
||||||||
Net income
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,394
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,394
|
|
|
—
|
|
|
40,394
|
|
||||||||
Unrealized gain, net on pension
|
(17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
620
|
|
|
—
|
|
|
—
|
|
|
620
|
|
|
—
|
|
|
620
|
|
||||||||
Unrealized loss, net on hedging contracts
|
(13)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(42,489
|
)
|
|
—
|
|
|
—
|
|
|
(42,489
|
)
|
|
—
|
|
|
(42,489
|
)
|
||||||||
Realized loss, net on hedging contracts
|
(13)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,602
|
|
|
—
|
|
|
—
|
|
|
19,602
|
|
|
—
|
|
|
19,602
|
|
||||||||
Unrealized loss, net on marketable securities
|
(10)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(786
|
)
|
|
—
|
|
|
—
|
|
|
(786
|
)
|
|
—
|
|
|
(786
|
)
|
||||||||
Translation adjustment, net
|
(17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
136,133
|
|
|
—
|
|
|
—
|
|
|
136,133
|
|
|
—
|
|
|
136,133
|
|
||||||||
Purchase of treasury shares
|
(17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,909
|
)
|
|
(60,970
|
)
|
|
(60,970
|
)
|
|
—
|
|
|
(60,970
|
)
|
||||||||
Issuance of common shares in connection with stock plan
|
(21)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(55,913
|
)
|
|
—
|
|
|
2,593
|
|
|
61,989
|
|
|
6,076
|
|
|
—
|
|
|
6,076
|
|
||||||||
Share-based compensation
|
(21)
|
|
—
|
|
|
—
|
|
|
34,442
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
34,442
|
|
|
—
|
|
|
34,442
|
|
||||||||
Balance at December 31, 2017
|
|
|
230,829
|
|
|
$
|
2,702
|
|
|
$
|
1,630,095
|
|
|
$
|
1,247,945
|
|
|
$
|
(220,759
|
)
|
|
(4,272
|
)
|
|
$
|
(118,987
|
)
|
|
$
|
2,540,996
|
|
|
$
|
—
|
|
|
$
|
2,540,996
|
|
Balance at January 1, 2018, as previously reported
|
|
|
230,829
|
|
|
2,702
|
|
|
1,630,095
|
|
|
1,247,945
|
|
|
(220,759
|
)
|
|
(4,272
|
)
|
|
(118,987
|
)
|
|
2,540,996
|
|
|
—
|
|
|
2,540,996
|
|
||||||||
ASU 2016-01 impact of change in accounting policy
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(942
|
)
|
|
942
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
ASU 2016-16 impact of change in accounting policy
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,096
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,096
|
)
|
|
—
|
|
|
(16,096
|
)
|
||||||||
ASC 606 impact of change in accounting policy
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,306
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,306
|
)
|
|
—
|
|
|
(1,306
|
)
|
||||||||
Adjusted balance at January 1, 2018
|
(17)
|
|
230,829
|
|
|
$
|
2,702
|
|
|
$
|
1,630,095
|
|
|
$
|
1,229,601
|
|
|
$
|
(219,817
|
)
|
|
(4,272
|
)
|
|
$
|
(118,987
|
)
|
|
$
|
2,523,594
|
|
|
$
|
—
|
|
|
$
|
2,523,594
|
|
Issuance of warrants
|
(17)
|
|
—
|
|
|
—
|
|
|
71,983
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
71,983
|
|
|
—
|
|
|
71,983
|
|
||||||||
Net income
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190,380
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190,380
|
|
|
—
|
|
|
190,380
|
|
||||||||
Unrealized gain, net on pension
|
(17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
754
|
|
|
—
|
|
|
—
|
|
|
754
|
|
|
—
|
|
|
754
|
|
||||||||
Unrealized gain, net on hedging contracts
|
(13)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,365
|
|
|
—
|
|
|
—
|
|
|
22,365
|
|
|
—
|
|
|
22,365
|
|
||||||||
Realized gain, net on hedging contracts
|
(13)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,331
|
)
|
|
—
|
|
|
—
|
|
|
(7,331
|
)
|
|
—
|
|
|
(7,331
|
)
|
||||||||
Translation adjustment, net
|
(17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(106,615
|
)
|
|
—
|
|
|
—
|
|
|
(106,615
|
)
|
|
—
|
|
|
(106,615
|
)
|
||||||||
Purchase of treasury shares
|
(17)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,871
|
)
|
|
(104,685
|
)
|
|
(104,685
|
)
|
|
—
|
|
|
(104,685
|
)
|
Issuance of common shares in connection with stock plan
|
(21)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(40,357
|
)
|
|
—
|
|
|
1,823
|
|
|
44,769
|
|
|
4,412
|
|
|
—
|
|
|
4,412
|
|
||||||||
Share-based compensation
|
(21)
|
|
—
|
|
|
—
|
|
|
40,113
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
40,113
|
|
|
—
|
|
|
40,113
|
|
||||||||
Balance at December 31, 2018
|
|
|
230,829
|
|
|
$
|
2,702
|
|
|
$
|
1,742,191
|
|
|
$
|
1,379,624
|
|
|
$
|
(310,644
|
)
|
|
(5,320
|
)
|
|
$
|
(178,903
|
)
|
|
$
|
2,634,970
|
|
|
$
|
—
|
|
|
$
|
2,634,970
|
|
|
|
|
Years ended December 31,
|
||||||||||
(in thousands)
|
Note
|
|
2018
|
|
2017
|
|
2016
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
||||||
Net income
|
|
|
$
|
190,380
|
|
|
$
|
40,394
|
|
|
$
|
80,303
|
|
Adjustments to reconcile net income to net cash provided by operating activities, net of effects of businesses acquired:
|
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
|
206,436
|
|
|
216,448
|
|
|
213,056
|
|
|||
Non-cash impairments
|
(6)
|
|
17,020
|
|
|
5,137
|
|
|
44,399
|
|
|||
Amortization of debt discount and issuance costs
|
|
|
35,537
|
|
|
24,773
|
|
|
20,451
|
|
|||
Share-based compensation expense
|
(21)
|
|
40,113
|
|
|
34,442
|
|
|
28,288
|
|
|||
Excess tax benefits from share-based compensation
|
|
|
—
|
|
|
—
|
|
|
(782
|
)
|
|||
Deferred income taxes
|
(16)
|
|
(23,272
|
)
|
|
60,176
|
|
|
(63,981
|
)
|
|||
(Gain) loss on marketable securities
|
|
|
(2,725
|
)
|
|
1,055
|
|
|
(1,360
|
)
|
|||
Reversals of contingent consideration
|
(14)
|
|
—
|
|
|
(3,269
|
)
|
|
(6,501
|
)
|
|||
Other items, net including fair value changes in derivatives
|
|
|
(8,834
|
)
|
|
(4,521
|
)
|
|
19,435
|
|
|||
Net changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
||||||
Accounts receivable
|
(3)
|
|
(41,813
|
)
|
|
(34,165
|
)
|
|
(12,238
|
)
|
|||
Inventories
|
(3)
|
|
(36,918
|
)
|
|
(21,633
|
)
|
|
(20,346
|
)
|
|||
Prepaid expenses and other current assets
|
(8)
|
|
(9,942
|
)
|
|
(5,245
|
)
|
|
6,640
|
|
|||
Other long-term assets
|
|
|
(30,312
|
)
|
|
(16,786
|
)
|
|
3,549
|
|
|||
Accounts payable
|
|
|
6,993
|
|
|
4,321
|
|
|
(1,466
|
)
|
|||
Accrued and other current liabilities
|
(12)
|
|
(13,317
|
)
|
|
2,828
|
|
|
10,618
|
|
|||
Income taxes
|
(16)
|
|
14,239
|
|
|
(41,266
|
)
|
|
13,483
|
|
|||
Other long-term liabilities
|
|
|
15,911
|
|
|
24,090
|
|
|
8,054
|
|
|||
Net cash provided by operating activities
|
|
|
359,496
|
|
|
286,779
|
|
|
341,602
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
||||||
Purchases of property, plant and equipment
|
|
|
(109,773
|
)
|
|
(90,081
|
)
|
|
(74,536
|
)
|
|||
Proceeds from sale of equipment
|
|
|
—
|
|
|
42
|
|
|
63
|
|
|||
Purchases of intangible assets
|
|
|
(40,990
|
)
|
|
(34,324
|
)
|
|
(19,388
|
)
|
|||
Purchases of investments, net
|
|
|
(9,398
|
)
|
|
(4,777
|
)
|
|
(23,448
|
)
|
|||
Cash paid for acquisitions, net of cash acquired
|
(5)
|
|
(172,832
|
)
|
|
(50,549
|
)
|
|
(90,490
|
)
|
|||
Purchases of short-term investments
|
(7)
|
|
(568,002
|
)
|
|
(450,564
|
)
|
|
(496,304
|
)
|
|||
Proceeds from redemptions of short-term investments
|
(7)
|
|
691,765
|
|
|
189,006
|
|
|
533,847
|
|
|||
Proceeds from divestiture
|
(5)
|
|
16,394
|
|
|
—
|
|
|
—
|
|
|||
Cash paid for collateral asset
|
(13)
|
|
(3,461
|
)
|
|
(20,707
|
)
|
|
(1,200
|
)
|
|||
Other investing activities
|
|
|
(15,059
|
)
|
|
(2,310
|
)
|
|
(7,600
|
)
|
|||
Net cash used in investing activities
|
|
|
(211,356
|
)
|
|
(464,264
|
)
|
|
(179,056
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
||||||
Proceeds from long-term debt, net of issuance costs
|
(15)
|
|
—
|
|
|
329,875
|
|
|
—
|
|
|||
Proceeds from issuance of cash convertible notes, net of issuance costs
|
(15)
|
|
494,879
|
|
|
394,391
|
|
|
—
|
|
|||
Purchase of call option related to cash convertible notes
|
(15)
|
|
(97,277
|
)
|
|
(73,646
|
)
|
|
—
|
|
|||
Proceeds from issuance of warrants, net of issuance costs
|
(17)
|
|
72,406
|
|
|
45,396
|
|
|
—
|
|
|||
Capital repayment
|
(17)
|
|
—
|
|
|
(243,945
|
)
|
|
—
|
|
|||
Repayment of long-term debt
|
(15)
|
|
—
|
|
|
—
|
|
|
(6,738
|
)
|
|||
Principal payments on capital leases
|
|
|
(1,308
|
)
|
|
(1,402
|
)
|
|
(1,322
|
)
|
|||
Excess tax benefits from share-based compensation
|
|
|
—
|
|
|
—
|
|
|
782
|
|
|||
Proceeds from issuance of common shares
|
|
|
4,412
|
|
|
6,075
|
|
|
6,269
|
|
|||
Purchase of treasury shares
|
(17)
|
|
(104,685
|
)
|
|
(60,970
|
)
|
|
—
|
|
|||
Other financing activities
|
|
|
(8,019
|
)
|
|
(8,587
|
)
|
|
(9,595
|
)
|
|||
Net cash provided by (used in) financing activities
|
|
|
360,408
|
|
|
387,187
|
|
|
(10,604
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
|
(7,183
|
)
|
|
8,832
|
|
|
(2,773
|
)
|
|||
Net increase in cash and cash equivalents
|
|
|
501,365
|
|
|
218,534
|
|
|
149,169
|
|
|||
Cash and cash equivalents, beginning of period
|
|
|
657,714
|
|
|
439,180
|
|
|
290,011
|
|
|||
Cash and cash equivalents, end of period
|
|
|
$
|
1,159,079
|
|
|
$
|
657,714
|
|
|
$
|
439,180
|
|
Supplemental cash flow disclosures:
|
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
|
$
|
25,902
|
|
|
$
|
20,252
|
|
|
$
|
18,227
|
|
Cash paid for income taxes
|
|
|
$
|
29,317
|
|
|
$
|
40,499
|
|
|
$
|
22,670
|
|
Supplemental disclosure of non-cash investing activities:
|
|
|
|
|
|
|
|
||||||
Equipment purchased through capital lease
|
|
|
$
|
—
|
|
|
$
|
88
|
|
|
$
|
113
|
|
•
|
requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income;
|
•
|
requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes;
|
•
|
requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements;
|
•
|
eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and
|
•
|
requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments.
|
•
|
debt prepayment or debt extinguishment costs;
|
•
|
settlement of zero-coupon bonds;
|
•
|
contingent consideration payments made after a business combination;
|
•
|
proceeds from the settlement of insurance claims;
|
•
|
proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies;
|
•
|
distributions received from equity method investees;
|
•
|
beneficial interests in securitization transactions; and
|
•
|
separately identifiable cash flows and application of the predominance principle.
|
|
|
Closing rate at December 31,
|
|
Annual average rate
|
||||||
(US$ equivalent for one)
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2016
|
Euro (EUR)
|
|
1.1450
|
|
1.1993
|
|
1.1813
|
|
1.1292
|
|
1.1068
|
Pound Sterling (GBP)
|
|
1.2800
|
|
1.3517
|
|
1.3356
|
|
1.2882
|
|
1.3560
|
Swiss Franc (CHF)
|
|
1.0161
|
|
1.0249
|
|
1.0228
|
|
1.0156
|
|
1.0153
|
Australian Dollar (AUD)
|
|
0.7059
|
|
0.7815
|
|
0.7478
|
|
0.7666
|
|
0.7439
|
Canadian Dollar (CAD)
|
|
0.7337
|
|
0.7975
|
|
0.7719
|
|
0.7710
|
|
0.7552
|
Japanese Yen (JPY)
|
|
0.0091
|
|
0.0089
|
|
0.0091
|
|
0.0089
|
|
0.0092
|
Chinese Yuan (CNY)
|
|
0.1454
|
|
0.1537
|
|
0.1514
|
|
0.1480
|
|
0.1506
|
(in thousands)
|
|
2018
|
|
2017
|
||||
Cash at bank and on hand
|
|
$
|
208,083
|
|
|
$
|
139,597
|
|
Short-term bank deposits
|
|
950,996
|
|
|
518,117
|
|
||
Cash and Cash Equivalents
|
|
$
|
1,159,079
|
|
|
$
|
657,714
|
|
(in thousands)
|
2018
|
|
2017
|
||||
Raw materials
|
$
|
25,819
|
|
|
$
|
23,717
|
|
Work in process
|
38,659
|
|
|
33,153
|
|
||
Finished goods
|
98,434
|
|
|
99,057
|
|
||
Total inventories, net
|
$
|
162,912
|
|
|
$
|
155,927
|
|
•
|
adverse financial conditions of a specific issuer, segment, industry, region or other variables;
|
•
|
the length of time and the extent to which the fair value has been less than cost; and
|
•
|
the financial condition and near-term prospects of the issuer.
|
(in thousands)
|
Balance at
December 31, 2017 |
|
Topic 606 Adjustments
|
|
Balance at
January 1, 2018 |
||||||
Accounts receivable
|
$
|
329,138
|
|
|
$
|
160
|
|
|
$
|
329,298
|
|
Accrued and other current liabilities
|
$
|
244,114
|
|
|
$
|
765
|
|
|
$
|
244,879
|
|
Long-term deferred income tax assets
|
$
|
39,353
|
|
|
$
|
701
|
|
|
$
|
40,054
|
|
Retained earnings
|
$
|
1,247,945
|
|
|
$
|
(1,306
|
)
|
|
$
|
1,246,639
|
|
(in thousands, except per share amounts)
|
Twelve months ended December 31, 2018 under previous standard
|
|
Effect of Topic 606
|
|
December 31, 2018
As Reported |
||||||
Net sales
|
$
|
1,492,464
|
|
|
$
|
9,384
|
|
|
$
|
1,501,848
|
|
Income taxes
|
$
|
36,827
|
|
|
$
|
(1,470
|
)
|
|
$
|
35,357
|
|
Net income
|
$
|
182,466
|
|
|
$
|
7,914
|
|
|
$
|
190,380
|
|
Basic earnings per common share
|
$
|
0.81
|
|
|
$
|
0.03
|
|
|
$
|
0.84
|
|
Diluted earnings per common share
|
$
|
0.79
|
|
|
$
|
0.03
|
|
|
$
|
0.82
|
|
|
|
2018
|
||||||||||
|
|
Consumables and related
|
|
Instruments
|
|
Total
|
||||||
Molecular Diagnostics
|
|
$
|
649,602
|
|
|
$
|
82,197
|
|
|
$
|
731,799
|
|
Applied Testing
|
|
109,196
|
|
|
27,962
|
|
|
137,158
|
|
|||
Pharma
|
|
258,487
|
|
|
32,061
|
|
|
290,548
|
|
|||
Academia
|
|
298,174
|
|
|
44,169
|
|
|
342,343
|
|
|||
Total
|
|
$
|
1,315,459
|
|
|
$
|
186,389
|
|
|
$
|
1,501,848
|
|
|
|
2017
|
||||||||||
(in thousands)
|
|
Consumables and related
|
|
Instruments
|
|
Total
|
||||||
Molecular Diagnostics
|
|
$
|
605,462
|
|
|
$
|
77,702
|
|
|
$
|
683,164
|
|
Applied Testing
|
|
106,380
|
|
|
30,654
|
|
|
137,034
|
|
|||
Pharma
|
|
245,187
|
|
|
29,642
|
|
|
274,829
|
|
|||
Academia
|
|
285,686
|
|
|
36,823
|
|
|
322,509
|
|
|||
Total
|
|
$
|
1,242,715
|
|
|
$
|
174,821
|
|
|
$
|
1,417,536
|
|
|
|
2016
|
||||||||||
(in thousands)
|
|
Consumables and related
|
|
Instruments
|
|
Total
|
||||||
Molecular Diagnostics
|
|
$
|
572,300
|
|
|
$
|
76,874
|
|
|
$
|
649,174
|
|
Applied Testing
|
|
92,770
|
|
|
27,610
|
|
|
120,380
|
|
|||
Pharma
|
|
226,367
|
|
|
31,089
|
|
|
257,456
|
|
|||
Academia
|
|
274,694
|
|
|
36,287
|
|
|
310,981
|
|
|||
Total
|
|
$
|
1,166,131
|
|
|
$
|
171,860
|
|
|
$
|
1,337,991
|
|
(in thousands)
|
As of
December 31, 2018
|
|
As of
April 27, 2018
|
|
Difference
|
||||||
Purchase Price:
|
|
|
|
|
|
||||||
Cash consideration
|
$
|
148,780
|
|
|
$
|
148,780
|
|
|
$
|
—
|
|
Fair value of contingent consideration
|
37,377
|
|
|
36,751
|
|
|
626
|
|
|||
|
$
|
186,157
|
|
|
$
|
185,531
|
|
|
$
|
626
|
|
|
|
|
|
|
|
||||||
Preliminary Allocation:
|
|
|
|
|
|
||||||
Cash and cash equivalents
|
$
|
7,357
|
|
|
$
|
7,357
|
|
|
$
|
—
|
|
Prepaid expenses and other current assets
|
1,432
|
|
|
1,432
|
|
|
—
|
|
|||
Inventories
|
1,868
|
|
|
1,868
|
|
|
—
|
|
|||
Income tax receivables
|
2,213
|
|
|
2,213
|
|
|
—
|
|
|||
Accounts payable
|
(1,412
|
)
|
|
(1,412
|
)
|
|
—
|
|
|||
Accruals and other current liabilities
|
(1,785
|
)
|
|
(560
|
)
|
|
(1,225
|
)
|
|||
Fixed and other long-term assets
|
6,306
|
|
|
6,434
|
|
|
(128
|
)
|
|||
Developed technology
|
31,300
|
|
|
80,100
|
|
|
(48,800
|
)
|
|||
In-process research and development
|
24,300
|
|
|
—
|
|
|
24,300
|
|
|||
Goodwill
|
117,621
|
|
|
97,268
|
|
|
20,353
|
|
|||
Deferred tax liability on fair value of identifiable intangible assets acquired
|
(3,043
|
)
|
|
(9,169
|
)
|
|
6,126
|
|
|||
Total
|
$
|
186,157
|
|
|
$
|
185,531
|
|
|
$
|
626
|
|
(in thousands)
|
Personnel Related
|
|
Contract and Other Costs
|
|
Inventory Write-offs & Asset Impairments
|
|
Total
|
||||||||
Cost of sales
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,039
|
|
|
$
|
3,039
|
|
General and administrative, restructuring, integration and
other, net
|
6,174
|
|
|
4,583
|
|
|
—
|
|
|
10,757
|
|
||||
Total 2017 costs
|
6,174
|
|
|
4,583
|
|
|
3,039
|
|
|
13,796
|
|
||||
Cost of sales
|
424
|
|
|
1,193
|
|
|
—
|
|
|
1,617
|
|
||||
General and administrative, restructuring, integration and
other, net
|
4,207
|
|
|
4,232
|
|
|
1,610
|
|
|
10,049
|
|
||||
Total 2018 costs
|
4,631
|
|
|
5,425
|
|
|
1,610
|
|
|
11,666
|
|
||||
Total cumulative costs
|
$
|
10,805
|
|
|
$
|
10,008
|
|
|
$
|
4,649
|
|
|
$
|
25,462
|
|
(in thousands)
|
Personnel Related
|
|
Consulting Costs
|
|
Total
|
||||||
Costs incurred in 2017
|
$
|
6,174
|
|
|
$
|
4,583
|
|
|
$
|
10,757
|
|
Foreign currency translation adjustment
|
48
|
|
|
2
|
|
|
50
|
|
|||
Liability at December 31, 2017
|
6,222
|
|
|
4,585
|
|
|
10,807
|
|
|||
Additional costs in 2018
|
6,468
|
|
|
5,554
|
|
|
12,022
|
|
|||
Release of excess accrual
|
(1,837
|
)
|
|
(129
|
)
|
|
(1,966
|
)
|
|||
Payments
|
(6,892
|
)
|
|
(7,149
|
)
|
|
(14,041
|
)
|
|||
Foreign currency translation adjustment
|
(141
|
)
|
|
(17
|
)
|
|
(158
|
)
|
|||
Liability at December 31, 2018
|
$
|
3,820
|
|
|
$
|
2,844
|
|
|
$
|
6,664
|
|
(in thousands)
|
Personnel Related
|
|
Facility Related
|
|
Contract and Other Costs
|
|
Asset Impairments & Disposals
|
|
Total
|
||||||||||
Cost of sales
|
$
|
1,222
|
|
|
$
|
205
|
|
|
$
|
43
|
|
|
$
|
10,490
|
|
|
$
|
11,960
|
|
General and administrative, restructuring, integration and other, net
|
17,998
|
|
|
6,960
|
|
|
8,272
|
|
|
22,963
|
|
|
56,193
|
|
|||||
Other income (expense), net
|
—
|
|
|
—
|
|
|
—
|
|
|
10,946
|
|
|
10,946
|
|
|||||
Total 2016 costs
|
19,220
|
|
|
7,165
|
|
|
8,315
|
|
|
44,399
|
|
|
79,099
|
|
|||||
Cost of sales
|
1,141
|
|
|
—
|
|
|
238
|
|
|
—
|
|
|
1,379
|
|
|||||
General and administrative, restructuring, integration and other, net
|
8,399
|
|
|
350
|
|
|
9,612
|
|
|
—
|
|
|
18,361
|
|
|||||
Total 2017 costs
|
9,540
|
|
|
350
|
|
|
9,850
|
|
|
—
|
|
|
19,740
|
|
|||||
General and administrative, restructuring, integration and other, net
|
(343
|
)
|
|
(838
|
)
|
|
(546
|
)
|
|
—
|
|
|
(1,727
|
)
|
|||||
Total 2018 releases
|
(343
|
)
|
|
(838
|
)
|
|
(546
|
)
|
|
—
|
|
|
(1,727
|
)
|
|||||
Total cumulative costs
|
$
|
28,417
|
|
|
$
|
6,677
|
|
|
$
|
17,619
|
|
|
$
|
44,399
|
|
|
$
|
97,112
|
|
(in thousands)
|
Personnel Related
|
|
Facility Related
|
|
Contract and Other Costs
|
|
Total
|
||||||||
Liability at December 31, 2016
|
$
|
18,480
|
|
|
$
|
7,882
|
|
|
$
|
5,943
|
|
|
$
|
32,305
|
|
Additional costs in 2017
|
13,357
|
|
|
1,798
|
|
|
9,883
|
|
|
25,038
|
|
||||
Release of excess accrual
|
(3,083
|
)
|
|
(1,448
|
)
|
|
(30
|
)
|
|
(4,561
|
)
|
||||
Payments
|
(25,586
|
)
|
|
(7,478
|
)
|
|
(14,887
|
)
|
|
(47,951
|
)
|
||||
Facility deferred rent reclassified to restructuring liability
|
—
|
|
|
241
|
|
|
—
|
|
|
241
|
|
||||
Foreign currency translation adjustment
|
1,126
|
|
|
57
|
|
|
157
|
|
|
1,340
|
|
||||
Liability at December 31, 2017
|
4,294
|
|
|
1,052
|
|
|
1,066
|
|
|
6,412
|
|
||||
Release of excess accrual
|
(343
|
)
|
|
(838
|
)
|
|
(546
|
)
|
|
(1,727
|
)
|
||||
Payments
|
(3,648
|
)
|
|
(214
|
)
|
|
(494
|
)
|
|
(4,356
|
)
|
||||
Foreign currency translation adjustment
|
(48
|
)
|
|
—
|
|
|
(26
|
)
|
|
(74
|
)
|
||||
Liability at December 31, 2018
|
$
|
255
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
255
|
|
(in thousands)
|
2018
|
|
2017
|
||||
Prepaid expenses
|
$
|
48,250
|
|
|
$
|
41,775
|
|
Cash collateral
|
25,368
|
|
|
21,907
|
|
||
Value added tax
|
24,416
|
|
|
17,870
|
|
||
Other receivables
|
11,127
|
|
|
17,455
|
|
||
Total prepaid expenses and other current assets
|
$
|
109,161
|
|
|
$
|
99,007
|
|
(in thousands)
|
Estimated useful life
(in years) |
|
2018
|
|
2017
|
||||
Land
|
—
|
|
$
|
17,938
|
|
|
$
|
18,188
|
|
Buildings and improvements
|
5-40
|
|
322,751
|
|
|
328,938
|
|
||
Machinery and equipment
|
3-10
|
|
306,750
|
|
|
299,175
|
|
||
Computer software
|
3-7
|
|
277,006
|
|
|
243,809
|
|
||
Furniture and office equipment
|
3-10
|
|
109,770
|
|
|
103,257
|
|
||
Construction in progress
|
—
|
|
80,874
|
|
|
65,542
|
|
||
|
|
|
1,115,089
|
|
|
1,058,909
|
|
||
Less: Accumulated depreciation and amortization
|
|
|
(603,430
|
)
|
|
(564,588
|
)
|
||
Property, plant and equipment, net
|
|
|
$
|
511,659
|
|
|
$
|
494,321
|
|
(in thousands, except shares held)
|
As of December 31,
|
||||||
HTG Molecular Diagnostics, Inc (HTGM)
|
2018
|
|
2017
|
||||
Shares held
|
833,333
|
|
|
833,333
|
|
||
Cost basis
|
$
|
2,000
|
|
|
$
|
2,000
|
|
Fair value
|
$
|
2,117
|
|
|
$
|
1,692
|
|
Total recognized gain during the period
|
$
|
425
|
|
|
$
|
—
|
|
Total cumulative unrealized gain (loss)
|
$
|
117
|
|
|
$
|
(308
|
)
|
(in thousands, except shares held)
|
As of December 31,
|
||||||
Curetis N.V.
|
2018
|
|
2017
|
||||
Shares held
|
204,000
|
|
|
320,424
|
|
||
Cost basis
|
$
|
1,444
|
|
|
$
|
2,268
|
|
Fair value
|
$
|
350
|
|
|
$
|
1,516
|
|
Total recognized loss during the period
|
$
|
(572
|
)
|
|
$
|
—
|
|
Total cumulative unrealized loss
|
$
|
(1,094
|
)
|
|
$
|
(752
|
)
|
|
|
|
Equity investments
as of December 31,
|
|
Share of income (loss)
for the years ended December 31,
|
|||||||||||||||||
($ in thousands)
|
Ownership
Percentage
|
|
2018
|
|
2017
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||
PreAnalytiX GmbH
|
50.00
|
%
|
|
$
|
5,405
|
|
|
$
|
7,562
|
|
|
$
|
4,062
|
|
|
$
|
3,818
|
|
|
$
|
3,067
|
|
MAQGEN Biotechnology Co., Ltd
|
40.00
|
%
|
|
5,154
|
|
|
3,285
|
|
|
(579
|
)
|
|
(542
|
)
|
|
—
|
|
|||||
Suzhou Fuda Business Management and Consulting Partnership
|
33.67
|
%
|
|
3,138
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Apis Assay Technologies Ltd
|
19.00
|
%
|
|
770
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Hombrechtikon Systems Engineering AG
|
19.00
|
%
|
|
378
|
|
|
1,155
|
|
|
(668
|
)
|
|
(346
|
)
|
|
—
|
|
|||||
Biotype Innovation GmbH
|
0.00
|
%
|
|
—
|
|
|
3,821
|
|
|
(123
|
)
|
|
39
|
|
|
(335
|
)
|
|||||
Pyrobett
|
19.00
|
%
|
|
—
|
|
|
2,639
|
|
|
(100
|
)
|
|
195
|
|
|
333
|
|
|||||
QIAGEN (Suzhou) Institute of Translation Research Co., Ltd.
|
0.00
|
%
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(244
|
)
|
|||||
|
|
|
$
|
14,845
|
|
|
$
|
18,462
|
|
|
$
|
2,592
|
|
|
$
|
3,164
|
|
|
$
|
2,821
|
|
(in thousands)
|
|
2018
|
|
2017
|
||||
Balance at beginning of year
|
|
$
|
33,605
|
|
|
$
|
38,173
|
|
Cash investments in equity securities
|
|
9,633
|
|
|
278
|
|
||
Net increases due to observable price changes
|
|
13,104
|
|
|
—
|
|
||
Conversion of note receivable to equity securities
|
|
11,369
|
|
|
—
|
|
||
Sale of equity securities
|
|
(5,400
|
)
|
|
—
|
|
||
Impairments
|
|
—
|
|
|
(5,137
|
)
|
||
Full acquisition of equity securities
|
|
(2,710
|
)
|
|
—
|
|
||
Foreign currency translation adjustments
|
|
(117
|
)
|
|
291
|
|
||
Balance at end of year
|
|
$
|
59,484
|
|
|
$
|
33,605
|
|
|
|
|
2018
|
|
2017
|
||||||||||||
(in thousands)
|
Weighted Average Life
(in years)
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
||||||||
Amortized Intangible Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
Patent and license rights
|
9.07
|
|
$
|
448,220
|
|
|
$
|
(310,040
|
)
|
|
$
|
407,635
|
|
|
$
|
(280,434
|
)
|
Developed technology
|
11.74
|
|
770,955
|
|
|
(561,615
|
)
|
|
771,893
|
|
|
(544,633
|
)
|
||||
Customer base, trademarks, and non-compete agreements
|
10.87
|
|
427,512
|
|
|
(323,024
|
)
|
|
437,213
|
|
|
(292,356
|
)
|
||||
|
10.72
|
|
$
|
1,646,687
|
|
|
$
|
(1,194,679
|
)
|
|
$
|
1,616,741
|
|
|
$
|
(1,117,423
|
)
|
Unamortized Intangible Assets:
|
|
|
|
|
|
|
|
|
|
||||||||
In-process research and development
|
|
|
$
|
23,035
|
|
|
|
|
$
|
—
|
|
|
|
||||
Goodwill
|
|
|
2,108,536
|
|
|
|
|
2,012,904
|
|
|
|
||||||
|
|
|
$
|
2,131,571
|
|
|
|
|
$
|
2,012,904
|
|
|
|
(in thousands)
|
2018
|
|
2017
|
||||
Balance at beginning of year
|
$
|
499,318
|
|
|
$
|
557,159
|
|
Additions
|
32,159
|
|
|
15,527
|
|
||
Additions from acquisitions
|
81,200
|
|
|
28,700
|
|
||
Amortization
|
(118,576
|
)
|
|
(133,797
|
)
|
||
Disposals
|
(4,426
|
)
|
|
(897
|
)
|
||
Foreign currency translation adjustments
|
(14,632
|
)
|
|
32,626
|
|
||
Balance at end of year
|
$
|
475,043
|
|
|
$
|
499,318
|
|
(in thousands)
|
Amortization
|
||
Years ended December 31:
|
|
||
2019
|
$
|
98,277
|
|
2020
|
$
|
71,308
|
|
2021
|
$
|
62,517
|
|
2022
|
$
|
48,501
|
|
2023
|
$
|
45,229
|
|
(in thousands)
|
2018
|
|
2017
|
||||
Balance at beginning of year
|
$
|
2,012,904
|
|
|
$
|
1,925,518
|
|
Additions from acquisitions
|
142,287
|
|
|
26,934
|
|
||
Disposals
|
(5,682
|
)
|
|
—
|
|
||
Foreign currency translation adjustments
|
(40,973
|
)
|
|
60,452
|
|
||
Balance at end of year
|
$
|
2,108,536
|
|
|
$
|
2,012,904
|
|
(in thousands)
|
2018
|
|
2017
|
||||
Accrued expenses and other liabilities
|
$
|
103,388
|
|
|
$
|
85,986
|
|
Payroll and related accruals
|
66,871
|
|
|
63,525
|
|
||
Deferred revenue
|
45,358
|
|
|
49,357
|
|
||
Accrued contingent consideration and milestone payments
|
27,820
|
|
|
11,539
|
|
||
Restructuring
|
6,850
|
|
|
14,667
|
|
||
Accrued interest on long-term debt
|
6,200
|
|
|
5,543
|
|
||
Accrued royalties
|
5,469
|
|
|
6,714
|
|
||
Cash collateral
|
1,000
|
|
|
3,000
|
|
||
Current portion of capital lease obligations
|
61
|
|
|
1,359
|
|
||
Total accrued and other current liabilities
|
$
|
263,017
|
|
|
$
|
241,690
|
|
|
Derivatives in Asset Positions
Fair value
|
|
Derivatives in Liability Positions
Fair value
|
||||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Derivative instruments designated as hedges
|
|
|
|
|
|
|
|
||||||||
Interest rate contracts
1
|
$
|
—
|
|
|
$
|
1,017
|
|
|
$
|
(18,768
|
)
|
|
$
|
(29,103
|
)
|
Total derivative instruments designated as hedges
|
$
|
—
|
|
|
$
|
1,017
|
|
|
$
|
(18,768
|
)
|
|
$
|
(29,103
|
)
|
Undesignated derivative instruments
|
|
|
|
|
|
|
|
||||||||
Embedded conversion option
|
$
|
349
|
|
|
$
|
217
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Call spread overlay
|
395,095
|
|
|
223,164
|
|
|
(399,262
|
)
|
|
(224,286
|
)
|
||||
Foreign exchange contracts
|
2,673
|
|
|
7,480
|
|
|
(5,957
|
)
|
|
(2,424
|
)
|
||||
Total derivative instruments
|
$
|
398,117
|
|
|
$
|
230,861
|
|
|
$
|
(405,219
|
)
|
|
$
|
(226,710
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2018 (in thousands)
|
|
Gain/(loss)
recognized in AOCI |
|
Location of
(gain) loss in income statement |
|
(Gain) loss
reclassified from AOCI into income |
|
Gain (loss) recognized
in income |
||||||
Non-derivative instruments
|
|
|
|
|
|
|
|
|
||||||
Net investment hedge
|
|
$
|
13,839
|
|
|
Other expense, net
|
|
$
|
—
|
|
|
n/a
|
||
|
|
|
|
|
|
|
|
|
||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
$
|
11,368
|
|
|
Other expense, net
|
|
$
|
(9,774
|
)
|
|
n/a
|
||
|
|
|
|
|
|
|
|
|
||||||
Fair value hedges
|
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
$
|
—
|
|
|
Other expense, net
|
|
$
|
—
|
|
|
$
|
(2,051
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Undesignated derivative instruments
|
|
|
|
|
|
|
|
|
||||||
Call spread overlay
|
|
n/a
|
|
Other expense, net
|
|
n/a
|
|
$
|
(1,818
|
)
|
||||
Foreign exchange contracts
|
|
n/a
|
|
Other expense, net
|
|
n/a
|
|
(19,857
|
)
|
|||||
|
|
|
|
|
|
|
|
$
|
(21,675
|
)
|
Year Ended December 31, 2017 (in thousands)
|
|
Gain/(loss)
recognized in AOCI |
|
Location of
(gain) loss in income statement |
|
(Gain) loss
reclassified from AOCI into income |
|
Gain (loss) recognized
in income |
||||||
Non-derivative instruments
|
|
|
|
|
|
|
|
|
||||||
Net investment hedge
|
|
$
|
(19,757
|
)
|
|
Other expense, net
|
|
$
|
—
|
|
|
n/a
|
||
|
|
|
|
|
|
|
|
|
||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
$
|
(30,310
|
)
|
|
Other expense, net
|
|
$
|
26,136
|
|
|
n/a
|
||
|
|
|
|
|
|
|
|
|
||||||
Fair value hedges
|
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
$
|
—
|
|
|
Other expense, net
|
|
$
|
—
|
|
|
$
|
(2,199
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Undesignated derivative instruments
|
|
|
|
|
|
|
|
|
||||||
Call spread overlay
|
|
n/a
|
|
Other expense, net
|
|
n/a
|
|
$
|
1,573
|
|
||||
Foreign exchange contracts
|
|
n/a
|
|
Other expense, net
|
|
n/a
|
|
11,813
|
|
|||||
|
|
|
|
|
|
|
|
$
|
13,386
|
|
Year Ended December 31, 2016 (in thousands)
|
|
Gain/(loss)
recognized in AOCI |
|
Location of
(gain) loss in income statement |
|
(Gain) loss
reclassified from AOCI into income |
|
Gain (loss) recognized
in income |
||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
$
|
(3,969
|
)
|
|
Other expense, net
|
|
$
|
(6,228
|
)
|
|
n/a
|
||
|
|
|
|
|
|
|
|
|
||||||
Fair value hedges
|
|
|
|
|
|
|
|
|
||||||
Interest rate contracts
|
|
$
|
—
|
|
|
Other expense, net
|
|
$
|
—
|
|
|
$
|
(1,930
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Undesignated derivative instruments
|
|
|
|
|
|
|
|
|
||||||
Call spread overlay
|
|
n/a
|
|
Other expense, net
|
|
n/a
|
|
$
|
118
|
|
||||
Foreign exchange contracts
|
|
n/a
|
|
Other expense, net
|
|
n/a
|
|
(6,072
|
)
|
|||||
|
|
|
|
|
|
|
|
$
|
(5,954
|
)
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||||||||||||||||||||||||||||
(in thousands)
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Short-term investments
|
$
|
350
|
|
|
$
|
234,256
|
|
|
$
|
—
|
|
|
$
|
234,606
|
|
|
$
|
—
|
|
|
$
|
359,198
|
|
|
$
|
—
|
|
|
$
|
359,198
|
|
Marketable equity securities
|
2,117
|
|
|
—
|
|
|
—
|
|
|
2,117
|
|
|
3,208
|
|
|
—
|
|
|
—
|
|
|
3,208
|
|
||||||||
Non-marketable equity securities
|
—
|
|
|
—
|
|
|
59,484
|
|
|
59,484
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Call option
|
—
|
|
|
395,095
|
|
|
—
|
|
|
395,095
|
|
|
—
|
|
|
223,164
|
|
|
—
|
|
|
223,164
|
|
||||||||
Foreign exchange contracts
|
—
|
|
|
2,673
|
|
|
—
|
|
|
2,673
|
|
|
—
|
|
|
7,480
|
|
|
—
|
|
|
7,480
|
|
||||||||
Embedded conversion option
|
—
|
|
|
349
|
|
|
—
|
|
|
349
|
|
|
—
|
|
|
217
|
|
|
—
|
|
|
217
|
|
||||||||
Interest rate contracts
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,017
|
|
|
—
|
|
|
1,017
|
|
||||||||
|
$
|
2,467
|
|
|
$
|
632,373
|
|
|
$
|
59,484
|
|
|
$
|
694,324
|
|
|
$
|
3,208
|
|
|
$
|
591,076
|
|
|
$
|
—
|
|
|
$
|
594,284
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign exchange contracts
|
$
|
—
|
|
|
$
|
(5,957
|
)
|
|
$
|
—
|
|
|
$
|
(5,957
|
)
|
|
$
|
—
|
|
|
$
|
(2,424
|
)
|
|
$
|
—
|
|
|
$
|
(2,424
|
)
|
Interest rate contracts
|
—
|
|
|
(18,768
|
)
|
|
—
|
|
|
(18,768
|
)
|
|
—
|
|
|
(29,103
|
)
|
|
—
|
|
|
(29,103
|
)
|
||||||||
Cash conversion option
|
—
|
|
|
(399,262
|
)
|
|
—
|
|
|
(399,262
|
)
|
|
—
|
|
|
(224,286
|
)
|
|
—
|
|
|
(224,286
|
)
|
||||||||
Contingent consideration
|
—
|
|
|
—
|
|
|
(48,971
|
)
|
|
(48,971
|
)
|
|
—
|
|
|
—
|
|
|
(11,539
|
)
|
|
(11,539
|
)
|
||||||||
|
$
|
—
|
|
|
$
|
(423,987
|
)
|
|
$
|
(48,971
|
)
|
|
$
|
(472,958
|
)
|
|
$
|
—
|
|
|
$
|
(255,813
|
)
|
|
$
|
(11,539
|
)
|
|
$
|
(267,352
|
)
|
(in thousands)
|
2018
|
|
2017
|
||||
Balance at beginning of year
|
$
|
(11,539
|
)
|
|
$
|
(8,754
|
)
|
Additions from acquisitions
|
(53,962
|
)
|
|
(10,954
|
)
|
||
Payments
|
16,530
|
|
|
4,900
|
|
||
Gain included in earnings
|
—
|
|
|
3,269
|
|
||
Balance at end of year
|
$
|
(48,971
|
)
|
|
$
|
(11,539
|
)
|
|
|
As of December 31, 2018
|
|
As of December 31, 2017
|
||||||||||||||||||||
(in thousands)
|
|
Carrying Amount
|
|
Level 1
|
|
Level 2
|
|
Carrying Amount
|
|
Level 1
|
|
Level 2
|
||||||||||||
Long-term debt including current portion:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash convertible notes
|
|
$
|
1,439,931
|
|
|
$
|
1,794,000
|
|
|
$
|
—
|
|
|
$
|
1,008,507
|
|
|
$
|
—
|
|
|
$
|
1,269,613
|
|
U.S. Private placement
|
|
398,107
|
|
|
—
|
|
|
391,700
|
|
|
399,939
|
|
|
—
|
|
|
394,669
|
|
||||||
German private placement
|
|
336,168
|
|
|
—
|
|
|
337,768
|
|
|
349,812
|
|
|
—
|
|
|
349,977
|
|
||||||
|
|
$
|
2,174,206
|
|
|
$
|
1,794,000
|
|
|
$
|
729,468
|
|
|
$
|
1,758,258
|
|
|
$
|
—
|
|
|
$
|
2,014,259
|
|
(in thousands)
|
2018
|
|
2017
|
||||
0.375% Senior Unsecured Cash Convertible Notes due 2019
|
$
|
427,445
|
|
|
$
|
414,843
|
|
0.875% Senior Unsecured Cash Convertible Notes due 2021
|
279,492
|
|
|
270,762
|
|
||
0.500% Senior Unsecured Cash Convertible Notes due 2023
|
335,201
|
|
|
322,902
|
|
||
1.000% Senior Unsecured Cash Convertible Notes due 2024
|
397,793
|
|
|
—
|
|
||
3.19% Series A Senior Notes due October 16, 2019
|
72,483
|
|
|
72,742
|
|
||
3.75% Series B Senior Notes due October 16, 2022
|
298,691
|
|
|
300,276
|
|
||
3.90% Series C Senior Notes due October 16, 2024
|
26,933
|
|
|
26,921
|
|
||
German Private Placement (Schuldschein)
|
336,168
|
|
|
349,812
|
|
||
Total long-term debt
|
$
|
2,174,206
|
|
|
$
|
1,758,258
|
|
Less current portion
|
503,116
|
|
|
—
|
|
||
Long-term portion
|
$
|
1,671,090
|
|
|
$
|
1,758,258
|
|
Year ending December 31,
|
(in thousands)
|
||
2019
|
$
|
503,116
|
|
2020
|
—
|
|
|
2021
|
315,732
|
|
|
2022
|
470,371
|
|
|
2023
|
335,201
|
|
|
thereafter
|
549,786
|
|
|
|
$
|
2,174,206
|
|
Cash Convertible Notes
|
Contingent Conversion Period
|
2019 Notes
|
From April 29, 2014 to September 18, 2018
|
2021 Notes
|
From April 29, 2014 to September 18, 2020
|
2023 Notes
|
From October 24, 2017 to March 13, 2023
|
2024 Notes
|
From December 24, 2018 to August 2, 2024
|
•
|
during any calendar quarter commencing after the calendar quarter (and only during such calendar quarter) ending on March 31, 2014 for 2019 and 2021 Cash Convertible Notes, on September 30, 2017 for 2023 Cash Convertible Notes, and on September 30, 2018 for 2024 Cash Convertible Notes; if the last reported sale price of our common stock for at least
20
trading days during a period of
30
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to
130%
of the conversion price on each applicable trading day;
|
•
|
if we undergo certain fundamental changes as defined in the agreement;
|
•
|
during the
five
business day period immediately after any
10
consecutive trading day period in which the quoted price for the 2019 Cash Convertible Notes or the 2021 Cash Convertible Notes for each trading day of the measurement period was less than
98%
of the product of the last reported sale price of our common stock and the conversion rate on each such trading day;
|
•
|
if parity event or trading price unavailability event, as the case maybe occurs for the 2023 Cash Convertible Notes and 2024 Cash Convertible Notes during the period of
10 days
, including the first business day following the relevant trading price notification date.
|
•
|
if we elect to distribute assets or property to all or substantially all of the holders of our common stock and those assets or other property have a value of more than
25%
of the average daily volume-weighted average trading price of our common stock for the prior
20
consecutive trading days;
|
•
|
if we elect to redeem the Cash Convertible Notes; or
|
•
|
if we experience certain customary events of default, including defaults under certain other indebtedness until such event has been cured or waived or the payment of the Notes have been accelerated.
|
|
|
Year-Ended December 31
|
||||||
(in thousands)
|
|
2018
|
|
2017
|
||||
Coupon interest
|
|
$
|
6,890
|
|
|
$
|
4,832
|
|
Amortization of original issuance discount
|
|
32,114
|
|
|
21,377
|
|
||
Amortization of debt issuance costs
|
|
3,485
|
|
|
2,615
|
|
||
Total interest expense related to the Cash Convertible Notes
|
|
$
|
42,489
|
|
|
$
|
28,824
|
|
|
|
|
|
Carrying Value as of
|
||
|
|
|
|
December 31, 2018
|
||
Currency
|
Notional Amount
|
Interest Rate
|
Maturity
|
(in thousands)
|
||
EUR
|
€11.5 million
|
Fixed 0.4%
|
March 2021
|
$
|
13,143
|
|
EUR
|
€23.0 million
|
Floating EURIBOR + 0.4%
|
March 2021
|
26,286
|
|
|
EUR
|
€21.5 million
|
Fixed 0.68%
|
October 2022
|
24,561
|
|
|
EUR
|
€64.5 million
|
Floating EURIBOR + 0.5%
|
October 2022
|
73,684
|
|
|
USD
|
$45.0 million
|
Floating LIBOR + 1.2%
|
October 2022
|
44,891
|
|
|
EUR
|
€25.0 million
|
Floating EURIBOR + 0.5%
|
October 2022
|
28,543
|
|
|
EUR
|
€64.0 million
|
Fixed 1.09%
|
June 2024
|
73,097
|
|
|
EUR
|
€31.0 million
|
Floating EURIBOR + 0.7%
|
June 2024
|
35,406
|
|
|
EUR
|
€14.5 million
|
Fixed 1.61%
|
June 2027
|
16,557
|
|
|
|
|
|
|
$
|
336,168
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Pretax income in The Netherlands
|
$
|
(1,675
|
)
|
|
$
|
42,220
|
|
|
$
|
20,695
|
|
Pretax income from foreign operations
|
227,412
|
|
|
72,155
|
|
|
36,213
|
|
|||
|
$
|
225,737
|
|
|
$
|
114,375
|
|
|
$
|
56,908
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Current—The Netherlands
|
$
|
5,794
|
|
|
$
|
3,430
|
|
|
$
|
6,043
|
|
—Foreign
|
52,835
|
|
|
10,375
|
|
|
34,543
|
|
|||
|
58,629
|
|
|
13,805
|
|
|
40,586
|
|
|||
Deferred—The Netherlands
|
2,551
|
|
|
151
|
|
|
188
|
|
|||
—Foreign
|
(25,823
|
)
|
|
60,025
|
|
|
(64,169
|
)
|
|||
|
(23,272
|
)
|
|
60,176
|
|
|
(63,981
|
)
|
|||
Total income tax expense (benefit)
|
$
|
35,357
|
|
|
$
|
73,981
|
|
|
$
|
(23,395
|
)
|
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
(in thousands)
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||
Income taxes at The Netherlands statutory rate
|
$
|
56,434
|
|
|
25.0
|
%
|
|
$
|
28,594
|
|
|
25.0
|
%
|
|
$
|
14,227
|
|
|
25.0
|
%
|
Taxation of foreign operations, net
(1)
|
(33,994
|
)
|
|
(15.1
|
)
|
|
(38,635
|
)
|
|
(33.8
|
)
|
|
(43,265
|
)
|
|
(76.0
|
)
|
|||
Tax impact from permanent items
|
2,949
|
|
|
1.3
|
|
|
(1,586
|
)
|
|
(1.4
|
)
|
|
5,938
|
|
|
10.4
|
|
|||
Tax impact from tax-exempt income
|
(2,326
|
)
|
|
(1.0
|
)
|
|
(1,558
|
)
|
|
(1.4
|
)
|
|
(3,331
|
)
|
|
(5.9
|
)
|
|||
Tax contingencies, net
(2)
|
13,570
|
|
|
6.0
|
|
|
23,189
|
|
|
20.3
|
|
|
1,761
|
|
|
3.1
|
|
|||
Changes in tax laws and rates
(3)
|
1,907
|
|
|
0.8
|
|
|
12,958
|
|
|
11.3
|
|
|
399
|
|
|
0.7
|
|
|||
Stock Compensation
(4)
|
(4,740
|
)
|
|
(2.1
|
)
|
|
(5,237
|
)
|
|
(4.6
|
)
|
|
—
|
|
|
—
|
|
|||
Government incentives and other deductions
(5)
|
(2,892
|
)
|
|
(1.2
|
)
|
|
(4,949
|
)
|
|
(4.3
|
)
|
|
(2,543
|
)
|
|
(4.5
|
)
|
|||
Prior year taxes
|
494
|
|
|
0.2
|
|
|
(2,319
|
)
|
|
(2.0
|
)
|
|
1,411
|
|
|
2.5
|
|
|||
Valuation allowance
(3)
|
3,293
|
|
|
1.5
|
|
|
62,644
|
|
|
54.8
|
|
|
1,521
|
|
|
2.7
|
|
|||
Other items, net
|
662
|
|
|
0.3
|
|
|
880
|
|
|
0.8
|
|
|
487
|
|
|
0.9
|
|
|||
Total income tax expense (benefit)
|
$
|
35,357
|
|
|
15.7
|
%
|
|
$
|
73,981
|
|
|
64.7
|
%
|
|
$
|
(23,395
|
)
|
|
(41.1
|
)%
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Balance at beginning of year
|
$
|
44,033
|
|
|
$
|
18,294
|
|
|
$
|
16,735
|
|
Additions based on tax positions related to the current year
|
3,359
|
|
|
12,212
|
|
|
4,218
|
|
|||
Additions for tax positions of prior years
|
11,984
|
|
|
9,933
|
|
|
5,162
|
|
|||
Decrease for tax position of prior years
|
—
|
|
|
—
|
|
|
(6,796
|
)
|
|||
Reductions due to lapse of statute of limitations
|
(1,238
|
)
|
|
—
|
|
|
(288
|
)
|
|||
(Decrease) increase from currency translation
|
(2,358
|
)
|
|
3,594
|
|
|
(737
|
)
|
|||
Balance at end of year
|
$
|
55,780
|
|
|
$
|
44,033
|
|
|
$
|
18,294
|
|
|
2018
|
|
2017
|
||||||||||||
(in thousands)
|
Deferred
Tax Asset
|
|
Deferred
Tax Liability
|
|
Deferred
Tax Asset
|
|
Deferred
Tax Liability
|
||||||||
Net operating loss and credit carryforward
|
$
|
27,293
|
|
|
$
|
—
|
|
|
$
|
32,530
|
|
|
$
|
—
|
|
Accrued and other liabilities
|
15,480
|
|
|
—
|
|
|
15,748
|
|
|
—
|
|
||||
Bad debts, inventory and revaluation
|
8,324
|
|
|
(7,074
|
)
|
|
8,997
|
|
|
(1,420
|
)
|
||||
Property, plant and equipment
|
3,604
|
|
|
(25,448
|
)
|
|
1,103
|
|
|
(23,649
|
)
|
||||
Intangible assets
|
1,721
|
|
|
(63,990
|
)
|
|
1,289
|
|
|
(93,771
|
)
|
||||
Share-based compensation
|
17,998
|
|
|
—
|
|
|
18,143
|
|
|
—
|
|
||||
Deferred interest deductions
|
60,458
|
|
|
—
|
|
|
60,790
|
|
|
—
|
|
||||
Convertible debt
|
8,102
|
|
|
—
|
|
|
10,865
|
|
|
—
|
|
||||
Other
|
4,788
|
|
|
(3,120
|
)
|
|
3,162
|
|
|
(3,313
|
)
|
||||
|
147,768
|
|
|
(99,632
|
)
|
|
152,627
|
|
|
(122,153
|
)
|
||||
Valuation allowance
|
(68,651
|
)
|
|
—
|
|
|
(67,849
|
)
|
|
—
|
|
||||
|
$
|
79,117
|
|
|
$
|
(99,632
|
)
|
|
$
|
84,778
|
|
|
$
|
(122,153
|
)
|
Net deferred tax assets (liabilities)
|
|
|
$
|
(20,515
|
)
|
|
|
|
$
|
(37,375
|
)
|
Cash convertible notes
|
|
Issued on
|
|
Number of share warrants
(in millions)
|
|
Exercise price per share
|
|
Proceeds from issuance of warrants, net of issuance costs
(in millions)
|
|
Warrants expire over a period of 50 trading days beginning on
|
2019
|
|
March 19, 2014
|
|
15.2
|
|
$32.0560
|
|
$40.6
|
|
December 27, 2018
|
2021
|
|
March 19, 2014
|
|
10.6
|
|
$32.0560
|
|
$28.3
|
|
December 29, 2020
|
2023
|
|
September 13, 2017
|
|
9.7
|
|
$50.9664
|
|
$45.3
|
|
June 26, 2023
|
2024
|
|
November 13, 2018
|
|
10.9
|
|
$52.1639
|
|
$72.4
|
|
August 27, 2024
|
(in thousands)
|
2018
|
|
2017
|
||||
Net unrealized loss on hedging contracts, net of tax
|
$
|
(15,453
|
)
|
|
$
|
(30,487
|
)
|
Net unrealized loss on marketable securities, net of tax
|
—
|
|
|
(942
|
)
|
||
Net unrealized loss on pension, net of tax
|
(124
|
)
|
|
(878
|
)
|
||
Foreign currency effects from intercompany long-term investment transactions, net of tax of $9.3 million and $7.9 million in 2018 and 2017, respectively
|
(21,662
|
)
|
|
(16,144
|
)
|
||
Foreign currency translation adjustments
|
(273,405
|
)
|
|
(172,308
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(310,644
|
)
|
|
$
|
(220,759
|
)
|
|
Years ended December 31,
|
||||||||||
(in thousands, except per share data)
|
2018
|
|
2017
|
|
2016
|
||||||
Net income attributable to the owners of QIAGEN N.V.
|
$
|
190,380
|
|
|
$
|
40,394
|
|
|
$
|
80,404
|
|
|
|
|
|
|
|
||||||
Weighted average number of common shares used to compute basic net income per common share
|
226,640
|
|
|
228,074
|
|
|
234,800
|
|
|||
Dilutive effect of stock options and restrictive stock units
|
4,613
|
|
|
4,760
|
|
|
4,193
|
|
|||
Dilutive effect of outstanding warrants
|
2,203
|
|
|
175
|
|
|
—
|
|
|||
Weighted average number of common shares used to compute diluted net income per common share
|
233,456
|
|
|
233,009
|
|
|
238,993
|
|
|||
Outstanding options and awards having no dilutive effect, not included in above calculation
|
272
|
|
|
52
|
|
|
210
|
|
|||
Outstanding warrants having no dilutive effect, not included in above calculation
|
35,939
|
|
|
30,434
|
|
|
25,800
|
|
|||
|
|
|
|
|
|
||||||
Basic earnings per common share attributable to the owners of QIAGEN N.V.
|
$
|
0.84
|
|
|
$
|
0.18
|
|
|
$
|
0.34
|
|
Diluted earnings per common share attributable to the owners of QIAGEN N.V.
|
$
|
0.82
|
|
|
$
|
0.17
|
|
|
$
|
0.34
|
|
(in thousands)
|
Capital
Leases
|
|
Operating
Leases
|
||||
2019
|
$
|
63
|
|
|
$
|
20,235
|
|
2020
|
23
|
|
|
14,845
|
|
||
2021
|
—
|
|
|
10,745
|
|
||
2022
|
—
|
|
|
6,839
|
|
||
2023
|
—
|
|
|
3,854
|
|
||
Thereafter
|
—
|
|
|
4,148
|
|
||
|
86
|
|
|
$
|
60,666
|
|
|
Less: Amount representing interest
|
(3
|
)
|
|
|
|||
|
83
|
|
|
|
|||
Less: Current portion
|
(61
|
)
|
|
|
|||
Long-term portion
|
$
|
22
|
|
|
|
(in thousands)
|
Purchase
Commitments
|
|
License & Royalty
Commitments
|
||||
2019
|
$
|
93,214
|
|
|
$
|
11,973
|
|
2020
|
20,804
|
|
|
11,613
|
|
||
2021
|
8,883
|
|
|
9,167
|
|
||
2022
|
2,690
|
|
|
6,731
|
|
||
2023
|
2,690
|
|
|
4,704
|
|
||
Thereafter
|
—
|
|
|
4,443
|
|
||
|
$
|
128,281
|
|
|
$
|
48,631
|
|
(in thousands)
|
2018
|
|
2017
|
||||
Balance at beginning of year
|
$
|
3,051
|
|
|
$
|
2,779
|
|
Provision charged to cost of sales
|
2,892
|
|
|
3,024
|
|
||
Usage
|
(2,760
|
)
|
|
(2,859
|
)
|
||
Adjustments to previously provided warranties, net
|
(243
|
)
|
|
(54
|
)
|
||
Currency translation
|
(92
|
)
|
|
161
|
|
||
Balance at end of year
|
$
|
2,848
|
|
|
$
|
3,051
|
|
|
|
|
|
|
|
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net Sales
|
|
|
|
|
|
||||||
Americas:
|
|
|
|
|
|
||||||
United States
|
$
|
632,660
|
|
|
$
|
579,906
|
|
|
$
|
555,676
|
|
Other Americas
|
60,359
|
|
|
73,478
|
|
|
71,797
|
|
|||
Total Americas
|
693,019
|
|
|
653,384
|
|
|
627,473
|
|
|||
Europe, Middle East and Africa
|
490,301
|
|
|
462,980
|
|
|
428,055
|
|
|||
Asia Pacific, Japan and Rest of World
|
318,528
|
|
|
301,172
|
|
|
282,463
|
|
|||
Total
|
$
|
1,501,848
|
|
|
$
|
1,417,536
|
|
|
$
|
1,337,991
|
|
(in thousands)
|
2018
|
|
2017
|
||||
Long-lived assets
|
|
|
|
||||
Americas:
|
|
|
|
||||
United States
|
$
|
152,381
|
|
|
$
|
148,694
|
|
Other Americas
|
3,748
|
|
|
4,488
|
|
||
Total Americas
|
156,129
|
|
|
153,182
|
|
||
Europe, Middle East and Africa:
|
|
|
|
||||
Germany
|
284,601
|
|
|
286,567
|
|
||
Other Europe, Middle East and Africa
|
50,051
|
|
|
41,188
|
|
||
Total Europe, Middle East and Africa
|
334,652
|
|
|
327,755
|
|
||
Asia Pacific and Japan
|
20,878
|
|
|
13,384
|
|
||
Total
|
$
|
511,659
|
|
|
$
|
494,321
|
|
All Employee Options
|
Number of
Shares (in thousands)
|
|
Weighted
Average
Exercise
Price
|
|
Weighted
Average
Contractual
Term (in years)
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||||
Outstanding at January 1, 2018
|
1,149
|
|
|
$
|
19.54
|
|
|
|
|
|
||
Exercised
|
(249
|
)
|
|
$
|
17.77
|
|
|
|
|
|
||
Expired
|
(2
|
)
|
|
$
|
15.84
|
|
|
|
|
|
||
Outstanding at December 31, 2018
|
898
|
|
|
$
|
20.04
|
|
|
2.75
|
|
$
|
12,946
|
|
Vested at December 31, 2018
|
898
|
|
|
$
|
20.04
|
|
|
2.75
|
|
$
|
12,946
|
|
Vested and expected to vest at December 31, 2018
|
898
|
|
|
$
|
20.04
|
|
|
2.75
|
|
$
|
12,946
|
|
Stock Units
|
Stock
Units (in thousands)
|
|
Weighted
Average
Contractual
Term (in years)
|
|
Aggregate
Intrinsic
Value
(in thousands)
|
|||
Outstanding at January 1, 2018
|
8,102
|
|
|
|
|
|
||
Granted
|
2,344
|
|
|
|
|
|
||
Vested
|
(1,575
|
)
|
|
|
|
|
||
Forfeited
|
(528
|
)
|
|
|
|
|
||
Outstanding at December 31, 2018
|
8,343
|
|
|
2.40
|
|
$
|
287,419
|
|
Vested and expected to vest at December 31, 2018
|
7,238
|
|
|
2.23
|
|
$
|
249,366
|
|
Compensation Expense (in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Cost of sales
|
$
|
2,879
|
|
|
$
|
2,641
|
|
|
$
|
2,553
|
|
Research and development
|
6,457
|
|
|
5,367
|
|
|
4,735
|
|
|||
Sales and marketing
|
9,372
|
|
|
6,820
|
|
|
4,824
|
|
|||
General and administrative
|
21,405
|
|
|
19,614
|
|
|
16,176
|
|
|||
Share-based compensation expense
|
40,113
|
|
|
34,442
|
|
|
28,288
|
|
|||
Less: income tax benefit
(1)
|
8,277
|
|
|
7,407
|
|
|
6,223
|
|
|||
Net share-based compensation expense
|
$
|
31,836
|
|
|
$
|
27,035
|
|
|
$
|
22,065
|
|
|
For the years ended December 31,
|
||||||||||
(in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
23,358
|
|
|
$
|
3,852
|
|
|
$
|
1,360
|
|
|
As of December 31,
|
||||||
(in thousands)
|
2018
|
|
2017
|
||||
Other long-term assets
|
$
|
24,300
|
|
|
$
|
17,713
|
|
Accrued and other current liabilities
|
$
|
5,488
|
|
|
$
|
9,028
|
|
Other long-term liabilities
|
$
|
—
|
|
|
$
|
3,075
|
|
(in thousands)
|
Balance at
Beginning of
Year
|
|
Provision
Charged to
Expense
|
|
Write-Offs
|
|
Foreign
Exchange
and Other
|
|
Balance at
End of Year
|
||||||||||
Year Ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
7,255
|
|
|
$
|
2,135
|
|
|
$
|
(1,642
|
)
|
|
$
|
(134
|
)
|
|
$
|
7,614
|
|
Year Ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
7,614
|
|
|
$
|
3,094
|
|
|
$
|
(3,233
|
)
|
|
$
|
533
|
|
|
$
|
8,008
|
|
Year Ended December 31, 2018:
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for doubtful accounts
|
$
|
8,008
|
|
|
$
|
4,448
|
|
|
$
|
(2,827
|
)
|
|
$
|
(359
|
)
|
|
$
|
9,270
|
|
(i)
|
the reduction of all, or a portion, of such Liability;
|
(ii)
|
the conversion of all, or a portion, of such Liability into shares, other securities, or other obligations of such Initial Purchaser or another person (and the issue to or conferral on the Company of such shares, securities or obligations), including by means of an amendment, modification or variation of the terms of this Agreement;
|
(iii)
|
the cancellation of such Liability;
|
(iv)
|
the amendment or alteration of the amounts due in relation to such Liability, including any interest, if applicable, thereon, or the dates on which any payments are due, including by suspending payment for a temporary period;
|
Very truly yours,
|
||
QIAGEN N.V.
|
||
By:
|
/s/ Thomas Neidert
|
|
|
Name:
|
Thomas Neidert
|
|
Title:
|
Vice President Global Treasury
|
|
||
/s/ Mohammad Omar Alghanim
|
|
|
Name:
|
Mohammad Omar Alghanim
|
|
Title:
|
Director
|
|
DEUTSCHE BANK AKTIENGESELLSCHAFT
|
|||
/s/ Susanne Crossaw
|
|
/s/ Michael Vintz
|
|
Name: Susan Crossaw
|
|
Name: Michael Vintz
|
|
Title: Director
|
|
Title: VP
|
|
GOLDMAN SACHS INTERNATIONAL
|
||
/s/ Celine Assouline
|
|
|
Name:
|
Celine Assouline
|
|
Title:
|
Managing Director
|
|
HSBC TRINKAUS & BURKHARDT AG
|
|
|
||
/s/ Thomas Wohlgefahrt
|
|
/s/ Christopher Johannson
|
||
Name:
|
Thomas Wohlgefahrt
|
|
Name:
|
Christopher Johannson
|
Title:
|
Director
|
|
Title:
|
Associate Director
|
MERRILL LYNCH INTERNATIONAL
|
||
/s/ Samuel Losada
|
|
|
Name:
|
Samuel Losada
|
|
Title:
|
Managing Director
|
|
Initial Purchasers
|
Aggregate principal amount of Securities
(U.S.$) |
|
Barclays Bank PLC
|
91,666,666
|
|
Deutsche Bank Aktiengesellschaft
|
112,500,000
|
|
Goldman Sachs International
|
112,500,000
|
|
HSBC Trinkaus & Burkhardt AG
|
91,666,667
|
|
Merrill Lynch International
|
91,666,667
|
|
Total
|
500,000,000
|
1.
|
The Securities have not been and will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except in accordance with Regulation S or pursuant to an exemption from the registration requirements of the Securities Act. Each of the Initial Purchasers, severally and not jointly, represents that it has not offered and sold the Securities, and will not offer and sell the Securities (i) as part of their distribution at any time and (ii) otherwise until 40 days after the later of the commencement of the offering and the Time of Delivery, except in accordance with Rule 903 of Regulation S. Accordingly, each of the Initial Purchasers agrees that neither it, its affiliates nor any persons acting on its or their behalf has engaged or will engage in any directed selling efforts with respect to the Securities.
|
2.
|
Each of the Initial Purchasers has complied and will comply with the offering restrictions requirement of Regulation S.
|
3.
|
Each of the Initial Purchasers shall have, at or prior to the confirmation of sale of Securities, sent to each distributor, dealer or person receiving a selling concession, fee or other remuneration that purchases Securities from it during the distribution compliance period a confirmation or notice to substantially the following effect:
|
4.
|
Each of the Initial Purchasers further agrees that it has not entered and will not enter into any contractual arrangement with respect to the distribution or delivery of the Securities, except with its affiliates or with the prior consent of the Company.
|
5.
|
Terms used in paragraphs 1-4 of this Annex I have the meanings given to them by Regulation S.
|
6.
|
Each of the Initial Purchasers, severally and not jointly, further represents, warrants and agrees that:
|
(a)
|
it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000, as amended (the “
FSMA
”) received by it in connection with the issue or sale of the Securities in circumstances in which Section 21(1) of the FSMA does not apply to the Company; and
|
(b)
|
it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the Securities in, from or otherwise involving the United Kingdom.
|
7.
|
Each of the Initial Purchasers, severally and not jointly, further represents, warrants and agrees that it has not offered, sold or otherwise made available, and will not offer, sell or otherwise make available, any Securities to any retail investor in the European Economic Area. For the purposes of this provision, the expression “retail investor” means a person who is one (or more) of the following:
|
(a)
|
a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, “MiFID II”); or
|
(b)
|
a customer within the meaning of Directive 2002/92/EC (as amended or superseded, the “Insurance Mediation Directive”), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II.
|
Section 1.01.
|
Definitions 1
|
Section 2.01.
|
Designation and Amount 11
|
Section 2.02.
|
Form of Notes 11
|
Section 2.03.
|
Date and Denomination of Notes 12
|
Section 2.04.
|
Execution, Authentication and Delivery of Notes 13
|
Section 2.05.
|
Paying Agent, Conversion Agent, Note Registrar and Transfer Agent 13
|
Section 2.06.
|
Paying Agent Not Party to this Indenture to Hold Money 14
|
Section 2.07.
|
Exchange and Registration of Transfer of Notes; Restrictions on Transfer; Common Depositary 14
|
Section 2.08.
|
Mutilated, Destroyed, Lost or Stolen Notes 18
|
Section 2.09.
|
Temporary Notes 19
|
Section 2.10.
|
Cancellation of Notes Paid, Etc 19
|
Section 2.11.
|
ISIN and Common Code Numbers 19
|
Section 2.12.
|
Additional Notes; Repurchases 19
|
Section 2.13.
|
No Mandatory Redemption; No Sinking Fund 20
|
Section 2.14.
|
Defaulted Interest 20
|
Section 3.01.
|
Satisfaction and Discharge 20
|
Section 4.01.
|
Payment of Principal and Interest 21
|
Section 4.02.
|
Maintenance of Office or Agency; Paying Agent and Conversion Agent 22
|
Section 4.03.
|
Appointments to Fill Vacancies in Trustee’s Office 22
|
Section 4.04.
|
Provisions as to Paying Agent 22
|
Section 4.05.
|
Existence 23
|
Section 4.06.
|
[Intentionally Omitted] 23
|
Section 4.07.
|
Stay, Extension and Usury Laws 23
|
Section 4.08.
|
Compliance Certificate; Statements as to Defaults 23
|
Section 4.09.
|
Limitation on Liens 23
|
Section 4.10.
|
Maintenance of Listing 24
|
Section 4.11.
|
Further Instruments and Acts 24
|
Section 5.01.
|
Lists of Noteholders 24
|
Section 6.01.
|
Events of Default 24
|
Section 6.02.
|
Acceleration 26
|
Section 6.03.
|
[Intentionally Omitted] 26
|
Section 6.04.
|
Payments of Notes on Default; Suit Therefor 26
|
Section 6.05.
|
Application of Monies Collected by Trustee 28
|
Section 6.06.
|
Proceedings by Noteholders 28
|
Section 6.07.
|
Proceedings by Trustee 29
|
Section 6.08.
|
Remedies Cumulative and Continuing 29
|
Section 6.09.
|
Direction of Proceedings and Waiver of Defaults by Majority of Noteholders 29
|
Section 6.10.
|
Notice of Defaults 30
|
Section 6.11.
|
Undertaking to Pay Costs 30
|
Section 7.01.
|
Duties and Responsibilities of Trustee 31
|
Section 7.02.
|
Reliance on Documents, Opinions, Etc 32
|
Section 7.03.
|
No Responsibility for Recitals, Etc 34
|
Section 7.04.
|
Trustee, Paying Agents, Conversion Agents or Registrar May Own Notes 34
|
Section 7.05.
|
Monies to Be Held in Trust 34
|
Section 7.06.
|
Compensation and Expenses of Trustee 34
|
Section 7.07.
|
Officers’ Certificate as Evidence 35
|
Section 7.08.
|
Conflicting Interests of Trustee 35
|
Section 7.09.
|
Eligibility of Trustee 35
|
Section 7.10.
|
Resignation or Removal of Trustee 35
|
Section 7.11.
|
Acceptance by Successor Trustee 36
|
Section 7.12.
|
Succession by Merger, Etc 37
|
Section 7.13.
|
Evidence of Compliance with Conditions Precedent; Certificates and Opinions of Counsel to Trustee 37
|
Section 7.14.
|
Agents; General Provisions 38
|
Section 8.01.
|
Action by Noteholders 39
|
Section 8.02.
|
Proof of Execution by Noteholders 39
|
Section 8.03.
|
Who Are Deemed Absolute Owners 39
|
Section 8.04.
|
Company-Owned Notes Disregarded 39
|
Section 8.05.
|
Revocation of Consents; Future Noteholders Bound 40
|
Section 9.01.
|
Supplemental Indentures Without Consent of Noteholders 40
|
Section 9.02.
|
Supplemental Indentures With Consent of Noteholders 41
|
Section 9.03.
|
Effect of Supplemental Indentures 42
|
Section 9.04.
|
Notation on Notes 42
|
Section 9.05.
|
Evidence of Compliance of Supplemental Indenture to Be Furnished to Trustee 42
|
Section 10.01.
|
Company May Consolidate, Etc. on Specified Terms 42
|
Section 10.02.
|
Successor Corporation to Be Substituted 43
|
Section 10.03.
|
Opinion of Counsel to Be Given to Trustee 43
|
Section 11.01.
|
Indenture and Notes Solely Corporate Obligations 43
|
Section 12.01.
|
Conversion Right 44
|
Section 12.02.
|
Conversion Procedure 46
|
Section 12.03.
|
Increased Conversion Ratio Applicable to Certain Notes Surrendered in Connection with Make-Whole Fundamental Changes 48
|
Section 12.04.
|
Adjustment of Conversion Ratio 50
|
Section 12.05.
|
Effect of Reclassification, Consolidation, Merger or Sale 58
|
Section 12.06.
|
Responsibility of Trustee; Conversion Agent 60
|
Section 12.07.
|
Notice to Noteholders Prior to Certain Actions 60
|
Section 12.08.
|
Stockholder Rights Plans 61
|
Section 13.01.
|
Repurchase at Option of Noteholders upon a Fundamental Change 61
|
Section 13.02.
|
Withdrawal of Fundamental Change Repurchase Notice 63
|
Section 13.03.
|
Deposit of Fundamental Change Repurchase Price 64
|
Section 14.01.
|
Right of Redemption 65
|
Section 14.02.
|
Notice to Trustee
65
|
Section 14.03.
|
Redemption Notice
65
|
Section 14.04.
|
Deposit of
Redemption Price 66
|
Section 14.05.
|
Restrictions on Redemption
66
|
Section 15.01.
|
Provisions Binding on Company’s Successors 66
|
Section 15.02.
|
Official Acts by Successor Corporation 66
|
Section 15.03.
|
Addresses for Notices, Etc 66
|
Section 15.04.
|
Governing Law 67
|
Section 15.05.
|
Submission to Jurisdiction 67
|
Section 15.06.
|
Legal Holidays 68
|
Section 15.07.
|
No Security Interest Created 68
|
Section 15.08.
|
Benefits of Indenture 68
|
Section 15.09.
|
Table of Contents, Headings, Etc 68
|
Section 15.10.
|
Authentication Agent 68
|
Section 15.11.
|
Execution in Counterparts 69
|
Section 15.12.
|
Severability 69
|
Section 15.13.
|
Waiver of Jury Trial 69
|
Section 15.14.
|
Calculations; Calculation Agent 69
|
(i)
|
make any change in this Section 9.02 or in the waiver provisions in Section 6.02 or Section 6.09,
|
(i)
|
subject to satisfaction of the conditions set forth in Section 12.01(b), at any time during the Contingent Conversion Period under the circumstances and during the periods set forth in Section 12.01(b); and
|
(ii)
|
irrespective of the conditions set forth in Section 12.01(b), at any time following the Contingent Conversion Period that is prior to the close of business on the fifth Business Day immediately preceding the Maturity Date,
|
(i)
|
if a Parity Event or a Trading Price Unavailability Event, as the case may be, occurs, during the period of ten Business Days from and including the first Business Day following the relevant Trading Price Notification Date.
|
(I)
|
received by the Paying Agent no later than at 4:00 p.m. (London time) on the fifth Business Day after the last Trading Day of the specified Investor Measurement Period;
|
(II)
|
delivered together with reasonable evidence that either of the conditions set out in the definition of the term “Investor Notice” were satisfied; and
|
(III)
|
delivered together with proof that the Notifying Noteholder at the time of such notice is a holder of the relevant Notes by means of a certificate of its custodian or in any other appropriate manner.
|
(I)
|
that the Parity Event or the Trading Price Unavailability Event, as the case may be, has occurred in the relevant Measurement Period, the Issuer shall so notify the Noteholders, the Trustee and the Conversion Agent no later than on the Trading Price Notification Date; or
|
(II)
|
that no Parity Event or Trading Price Unavailability Event has occurred in the relevant Measurement Period, the Issuer shall notify the Notifying Noteholder thereof no later than on the Trading Price Notification Date.
|
(C)
|
If, upon receipt of any valid Investor Notice, the Issuer fails to duly notify, by the Trading Price Notification Date,
|
(I)
|
the Noteholders in accordance with Section 12.01(b)(i)(B)(I) of the occurrence of the Parity Event or the Trading Price Unavailability Event, as the case may be, or
|
(II)
|
the Notifying Noteholder in accordance with Section 12.01(b)(i)(B)(II) that such alleged Parity Event or Trading Price Unavailability Event, as the case may be, has not occurred,
|
(i)
|
the Trading Price could not be determined pursuant to clause (i) of the definition of the term “Trading Price”; or
|
(ii)
|
the Trading Price as determined pursuant to clause (i) of the definition of the term “Trading Price” was less than the Adjusted Parity Value on such Trading Day.
|
(i)
|
The “
Trading Price
” is equal to the mid Bloomberg Generic Price (or any successor thereto) per $200,000 principal amount of Notes as at the close of business on such Trading Day as displayed on or derived from Bloomberg page XS
1908221507
Corp HP (using the setting "Last Price" or any successor page or setting), as determined by the Calculation Agent.
|
(ii)
|
If the “
Trading Price
” cannot be determined pursuant to clause (i) above, it will be equal to such mid market price per $200,000 principal amount of Notes as displayed on or derived from any other page on Bloomberg or any successor to Bloomberg providing substantially similar data to those that would otherwise have been determined pursuant to clause (i) above (as determined by an Independent Expert).
|
(iii)
|
If the “
Trading Price
” cannot be determined pursuant to clause (i) or (ii) above, it will be equal to such mid market price per $200,000 principal amount of Notes as derived from any other public source (if any) providing substantially similar data to those that would otherwise have been determined pursuant to clause (i) above (as determined by an Independent Expert).
|
(iv)
|
If the “
Trading Price
” cannot be determined pursuant to clause (i), (ii) or (iii) above, it will be equal to such mid market price per $200,000 principal amount of Notes as provided by leading financial institutions (as shall be considered to be appropriate by an Independent Expert).
|
(i)
|
a Daily Trading Price Unavailability Event has occurred on at least six Trading Days during the relevant Measurement Period; and
|
(ii)
|
the Trading Price (if any) per $200,000 principal amount of Notes as at the Trading Price Determination Date, or where no such Trading Price is available, the fair market value per $200,000 principal amount of Notes as at the Trading Price Determination Date (as determined by an Independent Expert not later than on the Trading Price Determination Date), is less than the Adjusted Parity Value as at the Trading Price Determination Date.
|
(x)
|
the provisions of Section 12.06 apply to the determinations and procedures contemplated by this Section 12.01(b)(i); and
|
(y)
|
neither the Issuer nor the Calculation Agent shall be under any duty to monitor whether, or (aside from the Issuer's obligation to notify the Noteholders, the Trustee and the Conversion Agent pursuant to Section 12.01(b)(i)(B)(I)) to notify Noteholders that, a Parity Event or a Trading Price Unavailability Event has occurred at any time during the Contingent Conversion Period; and
|
|
Stock Price
|
|||||||||||
Effective Date
|
$35.98
|
$40.00
|
$45.87
|
$50.00
|
$60.00
|
$70.00
|
$80.00
|
$90.00
|
$100.00
|
$110.00
|
$125.00
|
$140.00
|
November 13, 2018
|
1,199.0910
|
1,018.8252
|
722.1502
|
574.2222
|
341.3469
|
209.9702
|
131.2302
|
81.5302
|
48.7002
|
26.2393
|
6.1814
|
0.0000
|
November 13, 2019
|
1,199.0910
|
991.2502
|
687.3985
|
538.0902
|
308.1435
|
183.0331
|
110.8152
|
66.8702
|
38.8062
|
20.0611
|
1.9270
|
0.0000
|
November 13, 2020
|
1,199.0910
|
961.5302
|
647.3883
|
495.9062
|
269.3569
|
152.1245
|
87.9502
|
50.8858
|
28.3242
|
13.8666
|
0.0000
|
0.0000
|
November 13, 2021
|
1,199.0910
|
919.2052
|
592.5182
|
439.1542
|
219.5602
|
114.3673
|
61.4152
|
33.2502
|
17.3362
|
7.7411
|
0.0000
|
0.0000
|
November 13, 2022
|
1,199.0910
|
854.6152
|
511.9397
|
357.9782
|
153.6235
|
68.7045
|
32.2252
|
15.6124
|
7.3882
|
2.8793
|
0.0000
|
0.0000
|
November 13, 2023
|
1,199.0910
|
753.3502
|
383.7291
|
232.6782
|
65.9602
|
19.1302
|
6.5777
|
2.8191
|
1.2362
|
0.0000
|
0.0000
|
0.0000
|
November 13, 2024
|
1,199.0910
|
639.6902
|
0.0000
|
0.0000
|
0.0000
|
0.0000
|
0.0000
|
0.0000
|
0.0000
|
0.0000
|
0.0000
|
0.0000
|
CR = CR
0
|
x
|
OS
OS 0 |
CR
0
|
= the applicable Conversion Ratio in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately prior to the open of business on the Business Day immediately following the effective date of such share split or share combination, as the case may be;
|
CR
|
= the applicable Conversion Ratio in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution, or immediately after the open of business on the Business Day immediately following the effective date of such share split or share combination, as the case may be;
|
OS
0
|
= the number of shares of Common Stock outstanding immediately prior to such dividend, distribution share split or share combination, as the case may be; and
|
OS
|
= the number of shares of Common Stock outstanding immediately after such dividend distribution share split or share combination, as the case may be.
|
CR = CR
0
|
x
|
OS
0
+ X
OS 0 + Y |
CR
0
|
= the applicable Conversion Ratio in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
|
CR
|
= the applicable Conversion Ratio in effect immediately after the open of business on the Ex-Dividend Date for such distribution;
|
OS
0
|
= the number of shares of the Common Stock that are outstanding immediately prior to the open of business on the Ex-Dividend Date for such distribution;
|
X
|
= the total number of shares of the Common Stock issuable pursuant to such rights, options or warrants; and
|
Y
|
= the number of shares of the Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the arithmetic average of the Last Reported Sale Prices of the Common Stock over the shorter of (i) the period of Trading Days from, and including, the date of announcement of the terms of such rights, options or warrants distribution (if announced prior to the close of business, or, otherwise, the immediately following Trading Day) to, and including, the Trading Day immediately preceding the Ex-Dividend Date relating to such rights, options or warrants distribution; and (ii) the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date relating to such rights, options or warrants distribution.
|
CR = CR
0
|
x
|
SP
0
SP 0 – FMV |
CR
0
|
= the applicable Conversion Ratio in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;
|
CR
|
= the applicable Conversion Ratio in effect immediately after the open of business on the Ex-Dividend Date for such distribution.
|
SP
0
|
= the arithmetic average of the Last Reported Sale Prices of the Common Stock over the shorter of (i) the period of Trading Days from, and including, the date of announcement of the terms of such distribution (if announced prior to the close of business, or, otherwise, the immediately following Trading Day) to, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and (ii) the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and
|
FMV
|
= the fair market value (as determined by an Independent Expert) of the shares of Capital Stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of the Common Stock.
|
CR = CR
0
|
x
|
FMV
0
+ MP
0
MP 0 |
CR
0
|
= the applicable Conversion Ratio in effect immediately prior to the open of business on the Ex-Dividend Date for the Spin-Off;
|
CR
|
= the applicable Conversion Ratio in effect immediately after the open of business on the Ex-Dividend Date for the Spin-Off;
|
FMV
0
|
= the arithmetic average of the Last Reported Sale Prices of the Capital Stock or similar equity interest distributed to holders of the Common Stock applicable to one share of the Common Stock (determined by reference to the definition of Last Reported Sale Price as set forth in Section 1.01 as if references there to Capital Stock were to such Capital Stock or similar equity interest) over the first ten consecutive Trading Day period immediately following, and including, the Ex-Dividend Date for the Spin-Off (such period, the “
Valuation Period
”); and
|
MP
0
|
= the arithmetic average of the Last Reported Sale Prices of the Common Stock over the Valuation Period.
|
CR = CR
0
|
x
|
SP
0
SP 0 – C |
CR
0
|
= the applicable Conversion Ratio in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;
|
CR
|
= the applicable Conversion Ratio in effect immediately after the open of business on the Ex-Dividend Date for such dividend or distribution;
|
SP
0
|
= the Last Reported Sale Price of the Common Stock on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution; and
|
C
|
= the amount in cash per share the Company pays or distributes to holders of its Common Stock.
|
CR = CR
0
|
x
|
AC + (SP x OS)
OS 0 x SP |
CR
0
|
= the applicable Conversion Ratio in effect immediately prior to the open of business on the Trading Day next succeeding the Expiration Date;
|
CR
|
= the applicable Conversion Ratio in effect immediately after the open of business on the Trading Day next succeeding the Expiration Date;
|
AC
|
= the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares of Common Stock purchased in such tender or exchange offer;
|
OS
0
|
= the number of shares of Common Stock outstanding immediately prior to the time (the “
Expiration Time
”) such tender or exchange offer expires (prior to giving effect to such tender offer or exchange offer);
|
OS
|
= the number of shares of Common Stock outstanding immediately after the Expiration Time (after giving effect to such tender offer or exchange offer); and
|
SP
|
= the arithmetic average of the Last Reported Sale Prices of Common Stock over the ten consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Expiration Date.
|
By:
|
Name: Title: |
By:
|
Name: Title: |
By:
|
Name: Title: |
By:
|
Name: Title: |
By:
|
Name: Title: |
By:
|
Name: Title: |
By:
|
Name: Title: |
By:
|
Name: Title: |
Date
|
Amount of decrease in Principal Amount of this Global Note
|
Amount of increase in Principal Amount of this Global Note
|
Principal Amount of this Global Note following such decrease or increase
|
Signature of
authorized signatory of Note Registrar |
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General Terms:
|
|
Trade Date:
|
November 6, 2018.
|
|
1
|
|
Components:
|
The Transaction will be divided into individual components (each, a “
Component
”), each with the terms set forth in this Confirmation, and, in particular, with the Number of Warrants and Expiration Date set forth in this Confirmation. The payments and deliveries to be made upon settlement of the Transaction will be determined separately for each Component as if each Component were a separate Transaction under the Agreement.
|
Warrant Style:
|
European.
|
Warrant Type:
|
Call.
|
Seller:
|
Counterparty.
|
Buyer:
|
Dealer.
|
Shares:
|
The ordinary shares, par value EUR 0.01 per share, of Counterparty (NYSE ticker symbol “QGEN”).
|
Number of Warrants:
|
For each Component of the Transaction, as provided in
Schedule B
to this Confirmation.
|
Warrant Entitlement:
|
One Share per Warrant.
|
Strike Price:
|
As provided in
Schedule A
to this Confirmation.
|
Premium:
|
As provided in
Schedule A
to this Confirmation.
|
Premium Payment Date:
|
As provided in
Schedule A
to this Confirmation.
|
Exchange:
|
The New York Stock Exchange.
|
Related Exchange(s):
|
All Exchanges.
|
Calculation Agent:
|
Dealer;
provided
that all calculations, determinations and adjustments made by Calculation Agent shall be made in good faith and in a commercially reasonable manner;
provided
further
that (i) upon receipt of written request from Counterparty, the Calculation Agent shall promptly provide Counterparty with a written explanation describing in reasonable detail any calculation, adjustment, or determination made by it (including any quotation, market data or information from internal or external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing the Calculation Agent’s proprietary models or other information that may be proprietary or confidential) and shall use commercially reasonable efforts to provide such written explanation within five (5) Exchange Business Days from receipt of such request, (ii) if an Event of Default described in Section 5(a)(vii) of the Agreement has occurred and is continuing with respect to Dealer, the Calculation Agent shall be a leading recognized dealer in equity derivatives designated in good faith by Counterparty for so long as such Event of Default is continuing and (iii) if Counterparty promptly disputes in writing any calculation, adjustment or determination and provides reasonable detail as to the basis for such dispute, the Calculation Agent shall discuss the dispute with Counterparty and shall consider in good faith any alternative calculations, adjustments or determinations proposed by Counterparty, it being understood that the Calculation Agent’s calculation, adjustment or determination, modified to the extent the Calculation Agent determines appropriate after such consideration, shall apply to the Transaction.
|
Procedures for Exercise:
In respect of any Component
|
|
2
|
|
Expiration Time:
|
The Valuation Time.
|
Expiration Date(s):
|
As provided in
Schedule B
to this Confirmation (or, if such date is not a Scheduled Trading Day, the next following Scheduled Trading Day that is not already an Expiration Date for another Component);
provided
that if that date is a Disrupted Day, the Expiration Date for such Component shall be the first succeeding Scheduled Trading Day that is not a Disrupted Day and is not or is not deemed to be an Expiration Date in respect of any other Component of the Transaction hereunder; and
provided further
that if the Expiration Date has not occurred pursuant to the preceding proviso as of the Final Disruption Date, the Calculation Agent shall have the right to elect, in its discretion, that the Final Disruption Date shall be the Expiration Date (irrespective of whether such date is a Disrupted Day or an Expiration Date in respect of any other Component for the Transaction) and the Settlement Price for the Final Disruption Date shall be determined by the Calculation Agent in a commercially reasonable manner. Notwithstanding the foregoing and anything to the contrary in the Equity Definitions, if a Market Disruption Event occurs on any Expiration Date, (i) the Calculation Agent may determine that such Expiration Date is a Disrupted Day only in part, in which case the Calculation Agent shall make adjustments to the Number of Warrants for the relevant Component for which such day shall be the Expiration Date and shall designate the Scheduled Trading Day determined in the manner described in the immediately preceding sentence as the Expiration Date for the remaining Warrants for such Component and (ii) the Settlement Price for such Disrupted Day may be adjusted by the Calculation Agent as appropriate on the basis of the nature and duration of the relevant Market Disruption Event. Any day on which the Exchange is scheduled as of the Trade Date to close prior to its normal closing time shall be considered a Disrupted Day in whole. Section 6.6 of the Equity Definitions shall not apply to any Valuation Date occurring on an Expiration Date.
|
Final Disruption Date:
|
As provided in
Schedule A
to this Confirmation.
|
Automatic Exercise:
|
Applicable for each Component and its related Expiration Date;
provided
that Section 3.4(a) of the Equity Definitions shall apply as if Cash Settlement applied, it being understood that Net Share Settlement shall apply to this Transaction.
|
Market Disruption Event:
|
Section 6.3(a) of the Equity Definitions shall be amended (i) by deleting the words “at any time during the one hour period that ends at the relevant Valuation Time, Latest Exercise Time, Knock-in Valuation Time or Knock-out Valuation Time, as the case may be” and replacing them with the words “at any time during the regular trading session on the Exchange, without regard to after hours or any other trading outside of the regular trading session hours”; (ii) by amending and restating clause (a)(iii) thereof in its entirety to read as follows: “(iii) an Early Closure that the Calculation Agent determines is material”; and (iii) by adding the words “or (iv) a Regulatory Disruption” after clause (a)(iii) as restated above.
Section 6.3(d) of the Equity Definitions is hereby amended by deleting the remainder of the provision following the term “Scheduled Closing Time” in the fourth line thereof.
|
|
3
|
|
Regulatory Disruption:
|
A “Regulatory Disruption” shall occur if Calculation Agent determines in its reasonable discretion that it is appropriate in light of legal, regulatory or self-regulatory requirements or related policies or procedures for Dealer to refrain from all or any part of the market activity in which it would otherwise engage in connection with this Transaction.
|
Disrupted Day:
|
The definition of “Disrupted Day” in Section 6.4 of the Equity Definitions shall be amended by adding the following sentence after the first sentence: “A Scheduled Trading Day on which a Related Exchange fails to open during its regular trading session will not be a Disrupted Day if the Calculation Agent determines that such failure will not have a material impact on Dealer’s ability to engage in or unwind any hedging transactions related to the Transaction.”.
|
Valuation:
In respect of any Component
|
|
Valuation Date:
|
The Expiration Date.
|
Settlement Terms:
In respect of any Component
|
|
Settlement Method:
|
Net Share Settlement.
|
Net Share Settlement:
|
On each Settlement Date, Counterparty shall deliver to Dealer a number of Shares equal to the Net Share Amount for such Settlement Date to the account specified by Dealer, and cash in lieu of any fractional Shares valued at the Settlement Price for the Valuation Date corresponding to such Settlement Date. If, in the good faith reasonable judgment of Dealer, the Shares deliverable hereunder for any reason would not be immediately freely transferable by Dealer under Rule 144 (or any successor provision, collectively, “
Rule 144
”) under the U.S. Securities Act of 1933, as amended (the “
Securities Act
”), then Dealer may elect to either (x) accept delivery of such Shares notwithstanding the fact that such Shares are not freely transferable by Dealer under Rule 144 or (y) require that such delivery take place pursuant to paragraph 5(j) below.
|
Net Share Amount:
|
The Option Cash Settlement Amount
divided by
the Settlement Price, each determined as if Cash Settlement applied.
|
Settlement Price:
|
On any Valuation Date, the per Share volume-weighted average price as displayed under the heading “Bloomberg VWAP” on Bloomberg page “QGEN US <equity> AQR”
(or any successor thereto) in respect of the period from the scheduled opening time of the primary trading session on the Exchange until the Scheduled Closing Time of the primary trading session on the Exchange on such Valuation Date (or if such volume-weighted average price is unavailable, the market value of one Share on such Valuation Date, as determined by the Calculation Agent using a volume-weighted average price method), determined without regard to after-hours trading or any other trading outside the regular trading session.
|
Settlement Date(s):
|
As determined in reference to Section 9.4 of the Equity Definitions, subject to paragraph 5(j)(i) hereof.
|
|
4
|
|
|
5
|
|
Merger Event:
|
Applicable;
provided
that if an event occurs that constitutes both a Merger Event under Section 12.1(b) of the Equity Definitions and an Additional Termination Event under paragraph 5(f) of this Confirmation, Dealer may elect, in its commercially reasonable judgment, whether the provisions of Section 12.2 of the Equity Definitions or paragraph 5(f) will apply;
provided further
that Section 12.1(b) of the Equity Definitions is hereby amended by deleting the remainder of Section 12.1(b) following the definition of “Reverse Merger” in subsection (iv) thereof.
|
Share-for-Share:
|
Modified Calculation Agent Adjustment.
|
Share-for-Other:
|
Cancellation and Payment (Calculation Agent Determination).
|
Share-for-Combined:
|
Cancellation and Payment (Calculation Agent Determination);
provided
that Dealer may elect Component Adjustment.
|
Consequence of Tender Offers:
|
|
Tender Offer:
|
Applicable;
provided
that (i) the definition of “Tender Offer” in Section 12.1 of the Equity Definitions shall be amended by replacing the words “voting shares” in the fourth line thereof with the word “Shares”; (ii) the definition of “Tender Offer Date” in Section 12.1 of the Equity Definitions shall be amended by replacing the words “voting shares” in the first line thereof with the word “Shares”; and (iii) if an event occurs that constitutes both a Tender Offer under Section 12.1(d) of the Equity Definitions and an Additional Termination Event under paragraph 5(f) of this Confirmation, Dealer may elect, in its commercially reasonable judgment, whether the provisions of Section 12.3 of the Equity Definitions or paragraph 5(f) will apply.
|
Share-for-Share:
|
Modified Calculation Agent Adjustment.
|
Share-for-Other:
|
Modified Calculation Agent Adjustment.
|
Share-for-Combined:
|
Modified Calculation Agent Adjustment.
|
|
6
|
|
Modified Calculation Agent Adjustment:
|
For greater certainty, the definition of “Modified Calculation Agent Adjustment” in Sections 12.2 and 12.3 of the Equity Definitions shall be amended by adding the following italicized language after the parenthetical provision: “(including adjustments to account for changes in volatility, expected dividends, stock loan rate or liquidity relevant to the Shares or to the Transaction)
during the period from the Exchange Business Day immediately preceding the Announcement Date or the Determination Date, as applicable, to the first Exchange Business Day immediately following the Merger Date (Section 12.2) or Tender Offer Date (Section 12.3)
”.
If, in respect of any Merger Event to which Modified Calculation Agent Adjustment applies, the adjustments to be made in accordance with Section 12.2(e)(i) of the Equity Definitions would result in Counterparty being different from the issuer of the Shares or Counterparty or such issuer being organized in a jurisdiction other than the Netherlands (a “
Foreign Merger
”), then with respect to such Merger Event, as a condition precedent to the adjustments contemplated in Section 12.2(e)(i) of the Equity Definitions, Dealer, the issuer of the Affected Shares and the entity that will be the issuer of the New Shares (the “
New Issuer
”) shall work in good faith to negotiate and enter into such documentation containing representations, warranties and agreements relating to securities law and other issues as requested by Dealer that Dealer has determined, in its reasonable discretion, to be reasonably necessary or appropriate to allow Dealer and Counterparty to continue, or the New Issuer to accede, as applicable, as a party to the Transaction, as adjusted under Section 12.2(e)(i) of the Equity Definitions (which adjustments shall be made without duplication of any adjustments determined pursuant to any other provision of this Transaction), and to preserve Dealer’s hedging or hedge unwind activities in connection with the Transaction in a manner compliant with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer, and if such documentation has not been mutually agreed to on or prior to the Merger Date or if the Calculation Agent determines that no adjustment that it could make under Section 12.2(e)(i) of the Equity Definitions will produce a commercially reasonable result, then, at Dealer’s election, the consequences set forth in Section 12.2(e)(ii) of the Equity Definitions shall apply or the Transaction shall continue without such documentation or adjustment.
|
Announcement Date:
|
The definition of “Announcement Date” in Section 12.1 of the Equity Definitions shall be amended by (i) replacing the word “leads to the” in the third and the fifth lines thereof with the words “, if completed, would lead to a”; (ii) replacing the words “voting shares” in the fifth line thereof with the word “Shares”; (iii) inserting the words “by any entity” after the word “announcement” in the second and the fourth lines thereof; (iv) replacing the words “a firm” with the word “any” in the second and fourth lines thereof; (v) inserting the words “or to explore the possibility of engaging in” after the words “engage in” in the second line thereto; and (vi) inserting the words “or to explore the possibility of purchasing or otherwise obtaining” after the word “obtain” in the fourth line thereto.
|
|
7
|
|
|
8
|
|
Change in Law:
|
Applicable;
provided
that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or announcement or statement of, the formal or informal interpretation”, (ii) by replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Positions”, (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date” and (iv) adding the following proviso to the end of clause (Y) thereof: “provided that (1) such party has used commercially reasonable efforts to avoid such increased cost on terms reasonably acceptable to such party, as long as (i) such party would not incur a materially increased cost (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position), as reasonably determined by such party, in doing so, (ii) such party would not violate any applicable law, rule, regulation or policy of such party, as reasonably determined by such party, in doing so, (iii) such party would not suffer a material penalty, injunction, non-financial burden, reputational harm or other material adverse consequence in doing so, (iv) such party would not incur any material operational or administrative burden in doing so and (v) such party would not, in doing so, be required to take any action that is contrary to the intent of the law or regulation that is subject to the Change in Law and (2) Dealer may exercise its termination right with respect to an event described in this clause (Y) only if Dealer determines, based upon advice of counsel the costs of which are borne by the Dealer, that it is generally exercising its rights to terminate or adjust as a result of such event with respect to any similarly situated customers in the context of the event constituting such Change in Law”.
In addition, Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may elect” with “Dealer may elect” and (2) replacing “notice to the other party” with “notice to Counterparty” in the first sentence of such section.
|
Failure to Deliver:
|
Not Applicable.
|
Insolvency Filing:
|
Applicable.
|
Hedging Disruption:
|
Applicable;
provided
that:
(I) Section 12.9(a)(v) of the Equity Definitions is hereby modified by (i) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date”, and (ii) inserting the following two phrases at the end of such Section:
“For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. For the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. Any inability of the Hedging Party referred to in phrases (A) and (B) above that is solely attributable to the deterioration of the creditworthiness of the Hedging Party shall not be deemed a Hedging Disruption.”, and
(II) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”.
|
Increased Cost of Hedging:
|
Applicable.
|
|
9
|
|
Loss of Stock Borrow:
|
Applicable;
provided
that (a) Sections 12.9(a)(vii) and 12.9(b)(iv) of the Equity Definitions are amended by deleting the words “at a rate equal to or less than the Maximum Stock Loan Rate” and replacing it with the words “at a Borrow Cost equal to or less than the Maximum Stock Loan Rate” and (b) Section 12.9(b)(iv) of the Equity Definitions is hereby amended by (I) deleting (1) subsection (A) in its entirety, (2) the phrase “or (B)” following subsection (A) and (3) the phrase “in each case” in subsection (B); and (II) replacing the phrase “neither the Non-Hedging Party nor the Lending Party lends Shares” with the phrase “such Lending Party does not lend Shares” in the penultimate sentence.
|
Borrow Cost:
|
The cost to borrow the relevant Shares, as determined by the Calculation Agent on the relevant date of determination. Such costs shall include, without duplication, (a) the spread below FED FUNDS earned on collateral posted in connection with such borrowed Shares, net of any costs or fees, and (b) any stock loan borrow fee payable for such Shares, expressed as a fixed rate per annum.
|
Maximum Stock Loan Rate:
|
200 basis points
|
Increased Cost of Stock Borrow:
|
Applicable;
provided
that (a) Section 12.9(a)(viii) of the Equity Definitions shall be amended by deleting “rate to borrow Shares” and replacing it with “Borrow Cost” and (b) Section 12.9(b)(v) of the Equity Definitions shall be amended by (i) adding the word “or” immediately before the phrase “(B)”, (ii) deleting subsection (C) in its entirety, (iii) replacing “either party” in the penultimate sentence with “the Hedging Party”, (iv) replacing the word “rate” in clause (Y) of the final sentence therein with the words “Borrow Cost”, and (v) deleting clause (X) of the final sentence.
|
Initial Stock Loan Rate:
|
25 basis points, as adjusted by the Calculation Agent to reflect any subsequent Price Adjustment due to an Increased Cost of Stock Borrow.
|
FED FUNDS:
|
For any day, the rate set forth for such day opposite the caption “Overnight bank funding rate”, as such rate is displayed on the page “OBFR01 <Index> <GO>” on the BLOOMBERG Professional Service, or any successor page;
provided
that if no rate appears for any day on such page, the rate for the immediately preceding day for which a rate does so appear shall be used for such day.
|
Hedging Party:
|
Dealer or an affiliate of Dealer that is involved in the hedging of this Transaction for all applicable Additional Disruption Events.
|
Hedge Positions:
|
The definition of “Hedge Positions” in Section 13.2(b) of the Equity Definitions shall be amended by inserting the words “or an affiliate thereof” after the words “a party” in the third line.
|
Determining Party:
|
Dealer for all applicable Extraordinary Events and any Announcement Event.
|
Acknowledgments:
|
|
Non-Reliance:
|
Applicable.
|
Agreements and Acknowledgments Regarding Hedging Activities:
|
Applicable.
|
Additional Acknowledgments:
|
Applicable.
|
|
10
|
|
(a)
|
Commodity Exchange Act.
It is an “eligible contract participant” within the meaning of Section 1a(18) of the U.S. Commodity Exchange Act, as amended (the “
CEA
”). The Transaction has been subject to individual negotiation by the parties. The Transaction has not been executed or traded on a “trading facility” as defined in the CEA.
|
(b)
|
Securities Act.
It is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, or an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act.
|
(c)
|
ERISA.
The assets used in the Transaction (1) are not assets of any “plan” (as such term is defined in Section 4975 of the U.S. Internal Revenue Code (the “
Code
”)) subject to Section 4975 of the Code or any “employee benefit plan” (as such term is defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“
ERISA
”)) subject to Title I of ERISA, and (2) do not constitute “plan assets” within the meaning of Department of Labor Regulation 2510.3-101, 29 CFR Section 2510-3-101.
|
(d)
|
Notice of Event of Default
. It shall promptly provide written notice to the other party upon obtaining knowledge of the occurrence of any event that would constitute an Event of Default;
provided, however
, that should it be in possession of material non-public information regarding itself, it shall not communicate such information to the other party.
|
(e)
|
No Registration
. It understands, agrees and acknowledges that the other party has no obligation or intention to register the Transaction under the Securities Act, any state securities law or other applicable federal or non-U.S. securities law.
|
(f)
|
Non-reliance
. (A) It is acting for its own account, and it has made its own independent decisions to enter into the Transaction and as to whether the Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary, (B) It is not relying on any communication (written or oral) of the other party or any of its affiliates as investment advice or as a recommendation to enter into the Transaction (it being understood that information and explanations related to the terms and conditions of the Transaction shall not be considered investment advice or a recommendation to enter into the Transaction), and (C) no communication (written or oral) received from the other party or any of its affiliates shall be deemed to be an assurance or guarantee as to the expected results of the Transaction.
|
(a)
|
The representations and warranties of Counterparty set forth in Section 1 of the Purchase Agreement dated as of the Trade Date between Counterparty, Deutsche Bank Aktiengesellschaft, Goldman Sachs International, Barclays Bank PLC, HSBC Trinkaus & Burkhardt AG and Merrill Lynch International (the “
Initial Purchasers
”) (the “
Purchase Agreement
”) relating to the issuance of 1.00% Senior Unsecured Convertible Notes due 2024 (the “
Convertible Notes
”) are true and correct and are hereby deemed to be repeated to Dealer as if set forth herein;
|
(b)
|
Without prejudice to the right of Counterparty to deliver (existing) treasury Shares rather than issue new Shares, the Maximum Amount of Shares of Counterparty issuable in connection with this Warrant Transaction (the “
Warrant Shares
”) are available for issuance by all required corporate action of Counterparty. The Warrant Shares have been duly authorized, including by the Counterparty’s general meeting of shareholders. When delivered as contemplated by the terms of the Warrants in accordance
|
|
11
|
|
(c)
|
Counterparty has full right, power and authority to enter into this Confirmation, to grant the Warrant issue and deliver any Warrant Shares and there are no legal restrictions affecting the issue and delivery thereof.
|
(d)
|
Taking into account the rights already granted to subscribe for any ordinary shares in the capital of the Counterparty and to convert securities into ordinary shares in the capital of the Counterparty and taking into account the number of shares in the capital of the Counterparty already issued, the authorised share capital (
maatschappelijk kapitaal
) as included in its articles of association will provide sufficient headroom for the grant of the Warrant or the issuance of any Warrant Shares upon the exercise thereof and upon the exercise of the rights already granted. Furthermore, Counterparty shall ensure that, from time to time, its authorised share capital (
maatschappelijk kapitaal
) as included in its articles of association, shall provide sufficient headroom for the issuance of any Warrant Shares upon the exercise of the Warrant;
|
(e)
|
Neither the grant of the Warrant nor the issuance of any Warrant Shares by Counterparty to Dealer upon the exercise of the Warrant in accordance with the terms and conditions hereof, shall require Counterparty to issue a prospectus within the meaning of EU Directive 2003/71/EC, as amended, or under or pursuant to any other applicable laws;
|
(f)
|
Counterparty complies, and will comply, with any applicable filing and notice requirements in connection with the transactions contemplated hereby;
|
(g)
|
Counterparty shall promptly provide written notice to Dealer upon obtaining knowledge of the occurrence of any event that would constitute a Potential Adjustment Event, a Merger Event or any other Extraordinary Event;
provided, however
, that should Counterparty be in possession of material non-public information regarding Counterparty, Counterparty shall not communicate such information to Dealer;
|
(h)
|
[
negotiated clause
];
|
(i)
|
Counterparty is entering into the Transaction, solely for the purposes stated in the board resolution authorizing the Transaction (a copy of which, and such other certificates as Dealer may reasonably request, Counterparty shall deliver to Dealer on or before the Trade Date) and in its public disclosure, and there is no internal policy, whether written or oral, of Counterparty that would prohibit Counterparty from entering into any aspect of the Transaction, including, but not limited to, the issuance of Shares to be made pursuant hereto;
|
(j)
|
Counterparty has not violated and will not violate any applicable law (including, without limitation, the Securities Act, the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”) and Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, in each case and the regulations promulgated thereunder) in connection with the Transaction;
|
(k)
|
As of the Trade Date and as of the date on which Counterparty delivers any Termination Delivery Units, Counterparty (i) has not filed a request for bankruptcy or been declared bankrupt by a judgment of a competent court in the Netherlands within the meaning of Section 1 of the Netherlands Bankruptcy Act (“Faillisementswet”) or filed a request for a supension of payments within the meaning of Section 213 of the Netherlands Bankruptcy Act and (ii) is not and shall not be after giving effect to the
|
|
12
|
|
(l)
|
Each of Counterparty’s filings under the Securities Act, the Exchange Act, or other applicable securities laws that are required to be filed have been filed and that, as of the respective dates thereof and as of the Trade Date, such filings when considered as a whole (with the more recent such filings deemed to amend inconsistent statements contained in any earlier such filings) do not contain any misstatement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading;
|
(m)
|
On the Trade Date, none of Counterparty and its officers and directors is aware or in possession of any material non-public information or inside information, as defined in article 7 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, regarding Counterparty, the Shares or trading in the Shares. “Material” information for these purposes is any information to which an investor would reasonably attach importance in reaching a decision to buy, sell or hold any securities of Counterparty;
|
(n)
|
Counterparty is not, and after giving effect to the Transactions will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;
|
(o)
|
Counterparty understands, agrees and acknowledges that no obligations of Dealer to it hereunder shall be entitled to the benefit of deposit insurance and that such obligations shall not be guaranteed by any affiliate of Dealer or any governmental agency;
|
(p)
|
Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that Dealer is not making any representations or warranties with respect to the treatment of the Transaction under any accounting standards including ASC Topic 260,
Earnings Per Share
, ASC Topic 815,
Derivatives and Hedging
, ASC Topic 480,
Distinguishing Liabilities from Equity
and ASC 815-40,
Derivatives and Hedging – Contracts in Entity’s Own Equity
(or any successor issue statements) or under FASB’s Liabilities & Equity Project;
|
(q)
|
Counterparty is not entering into the Transaction for the purpose of (i) creating actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or (ii) raising or depressing or otherwise manipulating the price of, or facilitating a distribution of, the Shares (or any security convertible into or exchangeable for the Shares);
|
(r)
|
Counterparty shall deliver to Dealer an opinion of counsel, dated as of the Trade Date and reasonably acceptable to Dealer in form and substance, with respect to the matters set forth in Section 3(a) of the Agreement and paragraph 4(b) of this Confirmation;
provided
that such opinion of counsel may contain customary exceptions, assumptions and qualifications;
|
(s)
|
No federal, state or local (including non-U.S. jurisdictions) law, rule, regulation or regulatory order applicable to Counterparty or the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares;
|
(t)
|
Counterparty has not entered into any obligation or undertaking that would contractually limit it from effecting Net Share Settlement under this Transaction and it agrees not to enter into any such obligation or undertaking during the term of this Transaction;
|
(u)
|
Counterparty shall not take any action to decrease the number of Available Shares below the Maximum Amount (each as defined below);
|
|
13
|
|
(v)
|
(x)(A) On the Trade Date, the Shares or securities that are convertible into, or exchangeable or exercisable for Shares, are not, and shall not be, subject to a “restricted period,” as such term is defined in Regulation M under the Exchange Act (“
Regulation M
”) other than the distribution of the convertible notes subject to the Purchase Agreement and (B) Counterparty shall not engage in any “distribution,” as such term is defined in Regulation M, other than a distribution meeting the requirements of the exceptions set forth in sections 101(b)(10) and 102(b)(7) of Regulation M until the second Exchange Business Day immediately following the Initial Period (as defined below), and (y)(A) during the period starting on the first Expiration Date and ending on the last Expiration Date (the “
Settlement Period
”), the Shares or securities that are convertible into, or exchangeable or exercisable for Shares, are not, and shall not be, subject to a “restricted period,” as defined in Regulation M and (B) Counterparty shall not engage in any “distribution,” as such term is defined in Regulation M, other than a distribution meeting the requirements of the exceptions set forth in sections 101(b)(10) and 102(b)(7) of Regulation M, until the second Exchange Business Day immediately following the Settlement Period;
|
(w)
|
During (A) the period starting on the Trade Date and ending on the Last Initial Hedge Date (the “
Initial Period
”) and (B) the Settlement Period, and on any other Exercise Date, neither Counterparty nor any “affiliate” or “affiliated purchaser” (each as defined in Rule 10b-18 under the Exchange Act (“
Rule 10b-18
”)) shall directly or indirectly (including, without limitation, by means of any cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable or exercisable for Shares, except through Dealer;
|
(x)
|
Counterparty agrees that it (A) will not during the Initial Period or the Settlement Period make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Securities Act) of any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to the opening or after the close of the regular trading session on the Exchange for the Shares (a “
Public Announcement
”); (B) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Dealer following any such announcement that such announcement has been made; and (C) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) provide Dealer with written notice specifying (i) Counterparty’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18) during the three full calendar months immediately preceding the announcement date that were not effected through Dealer or its affiliates and (ii) the number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Counterparty to Dealer that such information is true and correct. In addition, Counterparty shall promptly notify Dealer of the earlier to occur of the completion of such transaction and the completion of the vote by target shareholders. Counterparty acknowledges that a Public Announcement could result in the occurrence of a Regulatory Disruption, and the parties agree that any such occurrence shall be treated as a Potential Adjustment Event hereunder. “
Merger Transaction
” means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) under the Exchange Act; and
|
(y)
|
Counterparty has discussed the Transaction contemplated hereunder with its outside tax advisors and has received appropriate comfort from such tax advisors that the tax treatment Counterparty will apply to the Transaction is proper under applicable law.
|
(a)
|
Designation by Dealer.
Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such
|
|
14
|
|
(b)
|
Repurchase and Par Value Notices.
|
(i)
|
On any day on which both (A) Counterparty effects any repurchase of Shares and (B) Counterparty does not qualify as a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act, Counterparty shall promptly give Dealer a written notice of such repurchase (a “
Repurchase Notice
”) on such day if following such repurchase, the Warrant Equity Percentage as determined on such day is (1) equal to or greater than 5.0% or (2) greater by 0.5% than the Warrant Equity Percentage included in the immediately preceding Repurchase Notice (or, in the case of the first such Repurchase Notice, greater than the Warrant Equity Percentage as of the Trade Date). The “
Warrant Equity Percentage
” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the product of the Number of Warrants in aggregate and the Warrant Entitlement under this Transaction or any other warrant transaction between the parties and (B) the denominator of which is the number of Shares outstanding on such day. Counterparty agrees to indemnify and hold harmless Dealer and its affiliates and their respective officers, directors, employees, affiliates, advisors, agents and controlling persons (each, an “
Indemnified Person
”) from and against any and all losses (including losses relating to Dealer’s hedging activities as a consequence of becoming, or of the risk of becoming, a Section 16 “insider”, including without limitation, any forbearance from hedging activities or cessation of hedging activities and any losses in connection therewith with respect to the Transaction), claims, damages, judgments, liabilities and expenses (including reasonable attorney’s fees), joint or several, which an Indemnified Person may become subject to, as a result of Counterparty’s failure to provide Dealer with a Repurchase Notice on the day and in the manner specified in this paragraph, and to reimburse, within 30 days, upon written request, each of such Indemnified Persons for any reasonable legal or other expenses incurred in connection with investigating, preparing for, providing testimony or other evidence in connection with or defending any of the foregoing. If any suit, action, proceeding (including any governmental or regulatory investigation), claim or demand shall be brought or asserted against the Indemnified Person in respect of the foregoing, such Indemnified Person shall promptly notify Counterparty in writing, and Counterparty, upon request of the Indemnified Person, shall retain counsel reasonably satisfactory to the Indemnified Person to represent the Indemnified Person and any others Counterparty may designate in such proceeding and shall pay the fees and expenses of such counsel related to such proceeding. Counterparty shall not be liable for any settlement of any proceeding contemplated by this paragraph that is effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, Counterparty agrees to indemnify any Indemnified Person from and against any loss or liability by reason of such settlement or judgment. Counterparty shall not, without the prior written consent of the Indemnified Person, effect any settlement of any pending or threatened proceeding contemplated by this paragraph that is in respect of which any Indemnified Person is or could have been a party and indemnity could have been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such proceeding on terms reasonably satisfactory to such Indemnified Person. If the indemnification provided for in this paragraph is unavailable to an Indemnified Person or insufficient in respect of any losses, claims, damages or liabilities referred to therein, then
|
|
15
|
|
(ii)
|
Counterparty shall notify Dealer in writing in reasonable detail no less than 30 days prior to the record date or other date of effectiveness of any event (a “
Par Value Event
”) that could result in the amount of the Premium being less than the aggregate par value of the Maximum Amount of Shares following such event, which notice shall also contain the anticipated record or other effective date of such event (a “
Par Value Notice
”);
provided
,
however
, that should Counterparty be in possession of material non-public information regarding Counterparty (without limiting Counterparty’s obligations to disclose such information generally pursuant to the Dutch Financial Markets Supervision Act (
Wet op het financieel toezicht
) (the “
FMSA
”)), Counterparty shall not communicate such information to Dealer.
|
(c)
|
Transfer or Assignment.
Counterparty may not transfer or assign any of its rights or obligations under the Transaction or the Agreement without the prior written consent of Dealer. Notwithstanding any provision of the Agreement to the contrary, Dealer may, subject to applicable law, freely transfer and assign all of its rights and obligations under the Transaction and the Agreement without the consent of Counterparty to any affiliate of Dealer, or to any third party with a rating (or whose guarantor has a rating) for its long term, unsecured and unsubordinated indebtedness of A- or better by S&P Global Ratings or its successor (“
S&P
”), or A3 or better by Moody’s Investors Service, Inc. or its successor (“
Moody’s
”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer;
provided
that Dealer shall not transfer or assign any of its rights and obligations under the Transaction and the Agreement to any third party that, to the Dealer’s knowledge, purchased any Convertible Notes from any of the Initial Purchasers.
|
|
16
|
|
(d)
|
[
negotiated clause
].
|
(e)
|
[
negotiated clause
].
|
(f)
|
Additional Termination Events.
The occurrence of any of the following shall constitute an Additional Termination Event with respect to which (1) Counterparty shall be the sole Affected Party and (2) the Transaction shall be the sole Affected Transaction;
provided
that with respect to any of the following Additional Termination Events described in clauses (i) or (ii) below, Dealer may choose to treat one or more parts of the Transaction as the sole Affected Transaction and either to terminate each such part on different days or to calculate the amount owing in connection with such Additional Termination Event by reference to a Share price determined over a period not to exceed 50 Exchange Business Days, and, upon termination of an Affected Transaction, a Transaction with a Number of Warrants equal to the unaffected number of Warrants shall be treated for all purposes as the Transaction, which shall remain in full force and effect and, for the avoidance of doubt, shall be subject to all relevant provisions and adjustments as if an Additional Termination Event had not occurred;
and, provided further,
that, without limiting the foregoing, notwithstanding the provisions of Section 6(b)(iv) of the Agreement, Counterparty shall also have the right to designate an Early Termination Date with respect to the Additional Termination Event described in clause (ii) below if Counterparty (x) provides a certificate that includes a representation that Counterparty is not, as of the date of such certificate, aware of any material non-public information concerning itself or the Shares (where “material” shall have the meaning set forth in paragraph 5(o) below) and (y) satisfies such other conditions, including making additional representations and warranties, relating to securities law and other issues as requested by the Calculation Agent:
|
(i)
|
if at any time Dealer is unable, or reasonably determines that it is inadvisable, to hedge its obligations pursuant to this Transaction in the public market without registration under the Securities Act or as a result of any legal, regulatory or self-regulatory requirements or related policies and procedures (whether or not such requirements, policies or procedures are imposed by law or have been voluntarily adopted by Dealer);
|
(ii)
|
if at any time an Early Termination Date is designated with respect to the transaction relating to the Convertible Notes described in the confirmation between the parties hereto regarding the Bond Hedge Transaction dated November 6, 2018 (Reference Number(s): [____]) (the “
Bond Hedge Transaction
”) or the Bond Hedge Transaction is otherwise cancelled or terminated prior to its expiration for any reason; or
|
(iii)
|
if at any time Dealer receives a Par Value Notice, unless the Calculation Agent shall have determined that the applicable Par Value Event would not result in the amount of the Premium being less than the aggregate par value of the Maximum Amount of Shares following such
|
|
17
|
|
(g)
|
No Collateral.
Notwithstanding any provision of this Confirmation, the Agreement, Equity Definitions or any other agreement between the parties to the contrary, the obligations of Counterparty under the Transaction are not secured by any collateral.
|
(h)
|
Netting and Setoff
. Obligations under the Transaction shall not be netted, recouped or set off (including pursuant to Section 6 of the Agreement) against any other obligations of the parties, whether arising under the Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or otherwise, and no other obligations of the parties shall be netted, recouped or set off (including pursuant to Section 6 of the Agreement) against obligations under the Transaction, whether arising under the Agreement, this Confirmation, under any other agreement between the parties hereto, by operation of law or otherwise, and each party hereby waives any such right of setoff, netting or recoupment; provided that both parties agree that subparagraph (ii) of Section 2(c) of the Agreement shall apply to the Transaction.
|
(i)
|
Alternative Calculations and Counterparty Payment on Early Termination and on Certain Extraordinary Events
. If Counterparty owes Dealer any amount in connection with the Transaction (i) pursuant to Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions (except in the case of an Extraordinary Event in which the consideration or proceeds to be paid to all holders of Shares as a result of such event consists solely of cash) or (ii) pursuant to Section 6(d)(ii) of the Agreement (a “
Payment Obligation
”), Counterparty shall satisfy any such Payment Obligation by delivery of Termination Delivery Units (as defined below) unless Counterparty elects to satisfy any such Payment Obligation by delivery of cash (in which case the provisions in Sections 12.2, 12.3, 12.6, 12.7 or 12.9 of the Equity Definitions or Section 6(d)(ii) of the Agreement, as the case may be, shall apply in lieu of the provision set forth in this paragraph below) by giving irrevocable telephonic notice of such election to Dealer, confirmed in writing within one Scheduled Trading Day, no later than noon New York time on the Early Termination Date or other date the Transaction is cancelled or terminated, as applicable, where such notice shall include a representation and warranty from Counterparty that it is not, as of the date of the telephonic notice and the date of such written notice, aware of any material non-public information concerning itself or the Termination Delivery Units (where “material” shall have the meaning set forth in paragraph 5(o) below). Unless Counterparty timely elects to satisfy any such Payment Obligation by delivering cash, within a commercially reasonable period of time following the relevant Early Termination Date or other relevant date on which the Transaction is cancelled or terminated, as applicable, Counterparty shall deliver to Dealer a number of Termination Delivery Units having a fair market value (net of any brokerage and underwriting commissions and fees, including any customary private placement fees) equal to the amount of such Payment Obligation (such number of Termination Delivery Units to be delivered to be determined by the Calculation Agent as the number of whole Termination Delivery Units that could be sold over a commercially reasonable period of time to generate proceeds equal to the cash equivalent of such Payment Obligation). In addition, if, in the good faith commercially reasonable judgment of Dealer, for any reason, the Termination Delivery Units deliverable pursuant to this paragraph would not be immediately freely transferable by Dealer under Rule 144, then Dealer may elect either to (x) accept delivery of such Termination Delivery Units notwithstanding any restriction on transfer or (y) require that such delivery take place pursuant to paragraph 5(j) below. If the provisions set forth in this paragraph are applicable, the provisions of Sections 9.8, 9.9, 9.11 (modified as described above) and 9.12 of the Equity Definitions shall be applicable, except that all references to “Shares” shall be read as references to “Termination Delivery Units.” “
Termination Delivery Units
” means in the case of a Termination Event, Event of Default, Additional Disruption Event or Delisting, one Share or, in the case of Nationalization, Insolvency, Tender Offer or Merger Event, a unit consisting of the number or amount of each type of property received by a holder of one Share (without consideration of any
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18
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|
(j)
|
Registration/Private Placement Procedures.
If, following (x) the designation of an Early Termination Date or any other cancellation or termination of the Transaction prior to its expiration or (y) the adoption of or any change in any applicable law or regulation, or the promulgation of or any change in, or announcement or statement of, the formal or informal interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law or regulation, in each case on or after the Trade Date, in the reasonable opinion of Dealer, following any delivery of Shares or Termination Delivery Units to Dealer hereunder, such Shares or Termination Delivery Units would be in the hands of Dealer subject to any applicable restrictions with respect to any registration or qualification requirement or prospectus delivery requirement for such Shares or Termination Delivery Units pursuant to any applicable federal or state securities law (including, without limitation, any such requirement arising under Section 5 of the Securities Act as a result of such Shares or Termination Delivery Units being “restricted securities”, as such term is defined in Rule 144 under the Securities Act, or as a result of the sale of such Shares or Termination Delivery Units) (such Shares or Termination Delivery Units, “
Restricted Shares
”), then delivery of such Restricted Shares shall be effected pursuant to either clause (i) or (ii) below at the election of Counterparty, unless waived by Dealer. Notwithstanding the foregoing, solely in respect of any Number of Warrants exercised or deemed exercised on any Expiration Date, Counterparty shall elect, prior to the first Settlement Date for the first Expiration Date, a Private Placement Settlement (as defined below) or Registered Settlement (as defined below) for all deliveries of Restricted Shares for all such Expiration Dates which election shall be applicable to all Settlement Dates for such Warrants and the procedures in clause (i) or clause (ii) below shall apply for all such delivered Restricted Shares on an aggregate basis commencing after the final Settlement Date for such Warrants. The Calculation Agent shall make reasonable adjustments to settlement terms and provisions under this Confirmation to reflect a single Private Placement or Registered Settlement for such aggregate Restricted Shares delivered hereunder.
|
(i)
|
If Counterparty elects to settle the Transaction pursuant to this clause (i) (a “
Private Placement Settlement
”), then delivery of Restricted Shares by Counterparty shall be effected in customary private placement procedures with respect to such Restricted Shares reasonably acceptable to Dealer;
provided
that Counterparty may not elect a Private Placement Settlement if, on the date of its election, it has taken, or caused to be taken, any action that would make unavailable either the exemption pursuant to Section 4(a)(2) of the Securities Act for the sale by Counterparty to Dealer (or any affiliate designated by Dealer) of the Restricted Shares or the exemption pursuant to Section 4(a)(1) or Section 4(a)(3) of the Securities Act for resales of the Restricted Shares by Dealer (or any such affiliate of Dealer). The Private Placement Settlement of such Restricted Shares shall include customary representations, covenants, blue sky and other governmental filings and/or registrations, indemnities to Dealer, due diligence rights (for Dealer or any designated buyer of the Restricted Shares by Dealer), opinions and certificates, and such other documentation as is customary for private placement agreements, all reasonably acceptable to Dealer. In the case of a Private Placement Settlement, Dealer shall determine the appropriate discount (in the case of settlement of Termination Delivery Units pursuant to paragraph 5(i) above) or any Settlement Price (in the case of settlement of Shares pursuant to Section 2 above) applicable to such Restricted Shares in a commercially reasonable manner and appropriately adjust the number of such Restricted Shares to be delivered to Dealer hereunder. Notwithstanding the Agreement or this Confirmation, the date of delivery of such
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19
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|
(ii)
|
If Counterparty elects to settle the Transaction pursuant to this clause (ii) (a “
Registration Settlement
”), then Counterparty shall promptly (but in any event no later than the beginning of the Resale Period (as defined below)) file and use its reasonable best efforts to make effective under the Securities Act a registration statement or supplement or amend an outstanding registration statement in form and substance reasonably satisfactory to Dealer, to cover the resale of such Restricted Shares (and any Make-whole Shares) in accordance with customary resale registration procedures, including covenants, conditions, representations, underwriting discounts (if applicable), commissions (if applicable), indemnities, due diligence rights, opinions and certificates, and such other documentation as is customary for equity resale underwriting agreements, all reasonably acceptable to Dealer. If Dealer, in its sole reasonable discretion, is not satisfied with such procedures and documentation Private Placement Settlement shall apply. If Dealer is satisfied with such procedures and documentation, it shall sell the Restricted Shares pursuant to such registration statement as promptly as commercially reasonable during a period (the “
Resale Period
”) commencing on the Exchange Business Day following delivery of such Restricted Shares (and any Make-whole Shares) and ending on the earliest of (i) the Exchange Business Day on which Dealer completes the sale of all Restricted Shares or, in the case of settlement of Termination Delivery Units, a sufficient number of Restricted Shares so that the realized net proceeds of such sales exceed the Payment Obligation (as defined above) and (ii) the date upon which all Restricted Shares have been sold or transferred pursuant to Rule 144 (or similar provisions then in force) under the Securities Act.
|
(iii)
|
(A) If (ii) above is applicable and the aggregate Option Cash Settlement Amount for all Valuation Dates (the “
Aggregate Option Cash Settlement Amount
”) or the Payment Obligation, as applicable, exceeds the realized net proceeds from such resale, or if (i) above is applicable and the Freely Tradeable Value (as defined below) of the Aggregate Option Cash Settlement Amount or the Payment Obligation (in each case as adjusted pursuant to (i) above), as applicable, exceeds the realized net proceeds from such resale, Counterparty shall transfer to Dealer by the open of the regular trading session on the Exchange on the Scheduled Trading Day immediately following the last day of the Resale Period the amount of such excess (the “
Additional Amount
”), at Counterparty’s option, either in cash or in a number of Shares (“
Make-whole Shares
”;
provided
that the aggregate number of Shares and Make-whole Shares delivered shall not exceed the Maximum Amount) that, based on the Settlement Price on the last day of the Resale Period (as if such day was the “
Valuation Date
” for purposes of computing such Settlement Price), has a value equal to the Additional Amount. The Resale Period shall continue to enable the sale of the Make-whole Shares. If Counterparty elects to pay the Additional Amount in Make-whole Shares, the requirements and provisions for either Private Placement Settlement or Registration Settlement shall apply to such payment. This provision shall be applied successively until the Additional Amount is equal to zero, subject to paragraph 5(m) below. “
Freely Tradeable Value
” means the value of the number of Shares delivered to Dealer
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20
|
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(iv)
|
Without limiting the generality of the foregoing, Counterparty agrees that any Restricted Shares delivered to Dealer, as purchaser of such Restricted Shares, (A) may be transferred by and among Dealer and its affiliates and Counterparty shall effect such transfer without any further action by Dealer and (B) after the minimum “holding period” within the meaning of Rule 144(d) under the Securities Act has elapsed after any settlement date for such Restricted Shares, Counterparty shall promptly remove, or cause the transfer agent for such Restricted Shares to remove, any legends referring to any such restrictions or requirements from such Restricted Shares upon delivery by Dealer (or such affiliate of Dealer) to Counterparty or such transfer agent of any seller’s and broker’s representation letters customarily delivered by Dealer in connection with resales of restricted securities pursuant to Rule 144 under the Securities Act, without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Dealer (or such affiliate of Dealer).
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21
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|
(k)
|
Limit on Beneficial Ownership.
Notwithstanding any other provisions hereof, Dealer may not exercise any Warrant hereunder, Automatic Exercise shall not apply with respect thereto, and no delivery hereunder (including pursuant to paragraphs 5(j), (l) or (m)) shall be made, to the extent (but only to the extent) that, the receipt of any Shares upon such exercise or delivery would result in the existence of an Excess Ownership Position. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that such delivery would result in the existence of an Excess Ownership Position. Subject to paragraph 5(c), if any delivery owed to Dealer hereunder or any exercise is not made, in whole or in part, as a result of this provision, Counterparty’s obligation to make such delivery and Dealer’s right to exercise a Warrant shall not be extinguished and Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Scheduled Trading Day after, Dealer gives notice to Counterparty that, such exercise or delivery would not result in the existence of an Excess Ownership Position. Dealer shall use commercially reasonable efforts to take steps so that it is able to accept delivery as soon as reasonably practicable.
|
(l)
|
Share Deliveries.
Counterparty acknowledges and agrees that, to the extent that Dealer is not then an affiliate, as such term is used in Rule 144 under the Securities Act, of Counterparty and has not been such an affiliate of Counterparty for 90 days (it being understood that Dealer shall not be considered such an affiliate of Counterparty solely by reason of its receipt of or right to receive Shares pursuant to this Transaction), and otherwise satisfies all holding period and other requirements of Rule 144 under the Securities Act applicable to it, any Shares or Termination Delivery Units delivered hereunder at any time after 1 year from the Premium Payment Date shall be eligible for resale under Rule 144 under the Securities Act, and Counterparty agrees to promptly remove, or cause the transfer agent for such Shares or Termination Delivery Units to remove, any legends referring to any restrictions on resale under the Securities Act from such Shares or Termination Delivery Units. Counterparty further agrees that with respect to any Shares or Termination Delivery Units delivered hereunder at any time after 6 months from the Premium Payment Date but prior to 1 year from the Premium Payment Date, to the extent that Counterparty then satisfies the current information requirement of Rule 144 under the Securities Act, Counterparty shall promptly remove, or cause the transfer agent for such Shares or Termination Delivery Units to remove, any legends referring to any such restrictions or requirements from such Shares or Termination Delivery Units upon delivery by Dealer to Counterparty or such transfer agent of any customary seller’s and broker’s representation letters in connection with resales of such Shares or Termination Delivery Units pursuant to Rule 144 under the Securities Act, without any further requirement for the delivery of any certificate, consent, agreement, opinion of counsel, notice or any other document, any transfer tax stamps or payment of any other amount or any other action by Dealer. Counterparty further agrees and acknowledges that Dealer shall run a holding period under Rule 144 under the Securities Act with respect to the Warrants and/or any Shares or Termination Delivery Units delivered hereunder notwithstanding the existence of any other transaction or transactions between Counterparty and Dealer relating to the Shares. Counterparty further agrees that Shares or Termination Delivery Units delivered hereunder prior to the date that is 6 months from the Premium Payment Date may be freely transferred by Dealer to its affiliates, and Counterparty shall effect such transfer without any further action by Dealer. Notwithstanding anything to the contrary herein, Counterparty agrees that any delivery of Shares or Termination Delivery Units shall be effected by book-entry transfer through the facilities of the Clearance System if, at the time of such delivery, such Shares or Termination Delivery Units would not contain any restrictive legend as described above. Notwithstanding anything to the contrary herein, to the extent the provisions of Rule 144 under the Securities Act or any successor rule are amended, or the applicable interpretation thereof by the Securities and Exchange Commission or any court changes after the Trade Date, including without limitation to lengthen or shorten the holding
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22
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|
(m)
|
Maximum Share Delivery.
Notwithstanding any other provision of this Confirmation or the Agreement, in no event will Counterparty be required to deliver more than [__] Shares (the “
Maximum Amount
”) in the aggregate to Dealer in connection with the Transaction, subject to the provisions below regarding Deficit Shares and to adjustment from time to time in accordance with the provisions of this Confirmation or the Equity Definitions. Counterparty represents and warrants to Dealer (which representation and warranty shall be deemed to be repeated on each day that the Transaction is outstanding) that the Maximum Amount is equal to or less than the number of authorized but unissued Shares of Counterparty in respect of which rights to subscribe have not been granted (“reserved”) in connection with transactions in the Shares (other than the Transaction) on the date of the determination of the Maximum Amount (such Shares, the “
Available Shares
”). In the event Counterparty shall not have delivered the full number of Shares otherwise due in connection with the Transaction as a result of the first sentence of this paragraph relating to the Maximum Amount (such deficit, the “
Deficit Shares
”), Counterparty shall be continually obligated to deliver, from time to time until the full number of Deficit Shares have been delivered pursuant to this paragraph, Shares when, and to the extent, that (i) Shares are repurchased, acquired or otherwise received by Counterparty or any of its subsidiaries after the Trade Date (whether or not in exchange for cash, fair value or any other consideration), (ii) authorized and unissued Shares reserved for issuance in respect of other transactions prior to such date which prior to the relevant delivery date become no longer so reserved and (iii) Counterparty additionally authorizes any unissued Shares that are not reserved for other transactions. Counterparty shall immediately notify Dealer of the occurrence of any of the foregoing events (including the aggregate number of Shares subject to clause (i), (ii) or (iii) and the corresponding number of Shares to be delivered) and promptly deliver of such aggregate number of Shares thereafter. Counterparty shall not enter into any transaction, or take any other action, that would result in an adjustment to the maximum number of Shares deliverable under this paragraph (m) resulting in the issuance of a number of Shares that would require stockholder approval under applicable law, exchange regulations or otherwise, without having obtained prior stockholder approval.
|
(n)
|
Par Value of Shares.
The parties acknowledge and agree that Counterparty may allocate all or any portion of the Premium to reflect the payment of the par value of the Shares delivered to Dealer under this Transaction. Counterparty covenants that it will not cause or permit anything to be done that would cause the Premium to be inadequate in respect of the par value for any Shares delivered to Dealer hereunder.
|
(o)
|
No Material Non-Public Information.
Dealer shall provide a written notice to Counterparty promptly following the date on which Dealer has completed all purchases or sales of Shares or other transactions to hedge initially its exposure with respect to the Transaction (such date, the “
Last Initial Hedge Date
”), which it shall complete as soon as reasonably practicable. On each day during the period beginning on the Trade Date and ending on the earlier of (i) the 3
rd
Exchange Business Day following the Trade Date and (ii) the Last Initial Hedge Date, Counterparty represents and warrants to Dealer that none of Counterparty and its officers and directors is aware or in possession of any material non-public information or any information constituting inside information (
voorwetenschap
), as defined in article 5:53 of the FMSA, concerning Counterparty, the Shares or trading in the Shares. “Material” information for these purposes is any information to which an investor would reasonably attach importance in reaching a decision to buy, sell or hold any securities of Counterparty.
|
(p)
|
Tax Disclosure.
Notwithstanding anything to the contrary herein, in the Equity Definitions or in the Agreement, and notwithstanding any express or implied claims of exclusivity or proprietary rights,
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23
|
|
(q)
|
Status of Claims in Bankruptcy.
Dealer acknowledges and agrees that this Confirmation is not intended to convey to Dealer rights with respect to the Transaction that are senior to the claims of common stockholders of Counterparty in any Dutch bankruptcy proceedings of Counterparty;
provided
that nothing herein shall limit or shall be deemed to limit Dealer’ right to pursue remedies in the event of a breach by Counterparty of its obligations and agreements with respect to the Transaction;
provided
further
that nothing in this paragraph shall limit or shall be deemed to limit Dealer’ rights in respect of any transactions other than the Transaction.
|
(r)
|
Securities Contract.
The parties hereto agree and acknowledge that Dealer is one or more of a “financial institution” and “financial participant” within the meaning of Sections 101(22) and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge (A) that this Confirmation is a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement payment” (as such term is defined in Section 741(8) of the Bankruptcy Code) or a “transfer” within the meaning of Section 546 of the Bankruptcy Code and (B) that Dealer is entitled to the protections afforded by, among other sections, Section 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 548(d)(2), 555 and 561 of the Bankruptcy Code.
|
(s)
|
Right to Extend.
Dealer may postpone any potential Expiration Date or postpone or extend any other date of valuation or delivery with respect to some or all of the relevant Warrants (in which event the Calculation Agent shall make appropriate adjustments to the Net Share Amount for such Expiration Date), if Dealer determines, in its commercially reasonable discretion, that such postponement or extension is necessary or appropriate to (i) preserve Dealer’s or its affiliate’s hedging or hedge unwind activity hereunder in light of existing liquidity conditions in the cash market, the stock loan market or any other relevant market or (ii) enable Dealer or its affiliate to effect purchases or sales of Shares in connection with its hedging, hedge unwind or settlement activity hereunder in a manner that would, if Dealer or such affiliate were Issuer or an affiliated purchaser of Issuer, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer and/or such affiliate;
provided
that Dealer may not postpone or extend any such date by more than 100 Exchange Business Days.
|
(t)
|
Adjustments.
For the avoidance of doubt, whenever the Calculation Agent is called upon to make an adjustment pursuant to the terms of this Confirmation or the Equity Definitions to take into account the effect of an event, the Calculation Agent shall make such adjustment by reference to the effect of such event on the Hedging Party, assuming that the Hedging Party maintains a commercially reasonable hedge position.
|
(u)
|
Wall Street Transparency and Accountability Act of 2010.
The parties hereby agree that none of (i) Section 739 of the Wall Street Transparency and Accountability Act of 2010 (the “
WSTAA
”), (ii) any similar legal certainty provision included in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, (iii) the enactment of the WSTAA or any regulation under the WSTAA, (iv) any requirement under the WSTAA or (v) any amendment made by the WSTAA shall limit or otherwise impair either party’s right to terminate, renegotiate, modify, amend or supplement this Confirmation, any Transaction hereunder or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased cost, regulatory change or similar event under this Confirmation, the Equity Definitions or the Agreement (including, but not limited to, any right arising from any Change in Law, Insolvency Filing, Hedging Disruption, Increased Cost of
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24
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|
(v)
|
Payments on Early Termination
. The parties hereto agree that for the Transaction, for the purposes of Section 6(e) of the Agreement, Second Method and Loss will apply. The Termination Currency shall be USD.
|
(w)
|
Governing Law.
This Confirmation and the Agreement, and any claims, causes of action or disputes arising hereunder or thereunder or relating hereto or thereto, shall be governed by the laws of the State of New York (without reference to choice of law doctrine that would lead to the application of the laws of any jurisdiction other than New York).
|
(x)
|
Waiver of Jury Trial.
EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THE TRANSACTION. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THE TRANSACTION, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS PROVIDED HEREIN.
|
(y)
|
Submission to Jurisdiction.
THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.
|
(z)
|
Process Agent.
For purposes of Section 13(c) of the Agreement, Counterparty appoints QIAGEN North American Holdings, Inc. at 19300 Germantown Road, Germantown, MD 20874 as its Process Agent.
|
(aa)
|
Understanding and Acknowledgement.
Counterparty understands and acknowledges that notwithstanding any other relationship between Counterparty and Dealer (and Dealer’s affiliates), in connection with this Transaction and any other over-the-counter derivative transaction between Counterparty and Dealer or Dealer’s affiliates, Dealer or its affiliates, as the case may be, is acting as principal and is not a fiduciary or adviser to Counterparty in respect of any such transaction, including any entry into or exercise, amendment, unwind or termination thereof.
|
(bb)
|
2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol.
[
negotiated clause
].
|
(cc)
|
ISDA 2013 EMIR NFC Representation Protocol.
The parties agree that the provisions set out in the Attachment to the ISDA 2013 EMIR NFC Representation Protocol published by ISDA on March 8, 2013 (the “
NFC Representation Protocol
”) shall apply to the Agreement as if each party were an Adhering Party under the terms of the NFC Representation Protocol. In respect of the Attachment to the Protocol, (i) the definition of “Adherence Letter” shall be deemed to be deleted and references to “Adherence Letter” shall be deemed to be to this section (and references to “the relevant Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references to “adheres to the Protocol” shall be deemed to be “enters into this Agreement”, (iii) references to “Covered Master Agreement” shall be deemed to be references to this Agreement (and each “Covered Master Agreement” shall be read accordingly), and (iv) references to “Implementation Date” shall be deemed
|
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25
|
|
(dd)
|
Part 2(b) of the ISDA Schedule – Payee Representation:
|
(ee)
|
Part 3(a) of the ISDA Schedule – Tax Forms:
|
|
Form/Document/Certificate
|
Date by which to be Delivered
|
Counterparty
|
A complete and duly executed United States Internal Revenue Service Form W-8BEN-E (or successor thereto).
|
(i) Upon execution and delivery of this Agreement; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such Form previously provided by Counterparty has become obsolete or incorrect.
|
Dealer
|
A complete and duly executed United States Internal Revenue Service Form [ ] (or successor thereto).
|
(i) Upon execution and delivery of this Agreement; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such Form previously provided by Dealer has become obsolete or incorrect.
|
(ff)
|
2015 Section 871(m) Protocol
: Dealer is adherent to the ISDA 2015 Section 871(m) Protocol published by the International Swaps and Derivatives Association, Inc. on November 2, 2015, as may be amended or modified from time to time (the “
2015 Section 871(m) Protocol
”). In the event that Counterparty is not an adherent to the 2015 Section 871(m) Protocol, Dealer and Counterparty hereby agree that this Agreement shall be treated as a Covered Master Agreement (as that term is defined in the 2015 Section 871(m) Protocol) and this Agreement shall be deemed to have been amended in accordance with the modifications specified in the Attachment to the 2015 Section 871(m) Protocol.
|
(gg)
|
Additional ISDA Schedule Terms
|
|
26
|
|
(hh)
|
Foreign Merger.
If, at any reasonable time following the occurrence of any Foreign Merger, the Calculation Agent reasonably determines in its good faith judgment that (x) such Foreign Merger has had a material adverse effect on Dealer’s rights and obligations under the Transaction or (y) Dealer would incur an increased (as compared with circumstances existing on the Trade Date) amount of tax, duty, expense or fee (other than brokerage commissions and excluding (I) any
de minimis
increased amount of tax, duty, expense or fee, as determined by the Calculation Agent, and (II) such increased amount that is incurred solely due to the deterioration of the creditworthiness of Dealer and/or any of its affiliates that are conducting hedging in connection with this Transaction), to (1) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the economic risk of entering into and performing its obligations with respect to the Transaction, or (2) realize, recover or remit the proceeds of any such transaction(s) or asset(s) (each of the events described in clause (x) and clause (y) above, a “
Foreign Merger Event
”), then, in either case, the Calculation Agent shall give prompt notice to Counterparty of such Foreign Merger Event, and Dealer, the issuer of the Affected Shares and the New Issuer shall work in good faith to negotiate and enter into additional documentation or modify the terms of the existing documentation in a manner that Dealer has determined, in its reasonable discretion, to be reasonably necessary or appropriate to allow Dealer and Counterparty to continue, or New Issuer to accede, as applicable, as a party to the Transaction in the context of the Foreign Merger Event. If the additional documentation or modification to the terms of the existing documentation has not been mutually agreed to within 5 Scheduled Trading Days of the Calculation Agent’s notice, the Calculation Agent shall give notice to Counterparty of a commercially reasonable Price Adjustment that the Calculation Agent determines, in its good faith, commercially reasonable judgment, appropriate to account for the economic effect on the Transaction of such Foreign Merger Event (without duplication of any adjustments determined pursuant to any other provision of this Transaction) and provide Counterparty with supporting documentation for such Price Adjustment (unless the Calculation Agent determines in its good faith, commercially reasonable judgment that no Price Adjustment will produce a commercially reasonably result, in which case the Calculation Agent shall so notify Counterparty). Unless the Calculation Agent determines in its good faith, commercially reasonable judgment that no Price Adjustment will produce a commercially reasonably result, within two Scheduled Trading Days of receipt of such notice, Counterparty shall notify Dealer that it elects to (A) agree to amend the Transaction to take into account such Price Adjustment or (B) pay Dealer an amount determined by the Calculation Agent (and in respect of which the Calculation Agent has provided to Counterparty supporting documentation) that corresponds to such Price Adjustment (and, in each case, Counterparty shall be deemed to have repeated the representation set forth in Section 5(o) of this Confirmation as of the date of such election). If Counterparty fails to give such notice to Dealer of its election by the end of that second Scheduled Trading Day, or if the Calculation Agent determines in its good faith, commercially reasonable judgment that no Price Adjustment will produce a commercially reasonably result, then such failure or such determination, as the case may be, shall constitute an Additional Termination Event applicable to the Transaction and, with respect to such Additional Termination Event, (1) Counterparty shall be deemed to be the sole Affected Party, (2) the Transaction shall be
|
|
27
|
|
(ii)
|
[
negotiated clause
].
|
(jj)
|
Withholding Tax Imposed on Payments to Non-US Counterparties Under the United States Foreign Account Tax Compliance Act
. “Tax” and “Indemnifiable Tax” as defined in Section 14 of this Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “
Code
”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “
FATCA Withholding Tax
”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of this Agreement.
|
(kk)
|
[
negotiated clause
].
|
(ll)
|
[
negotiated clause
].
|
(a)
|
Account for payments to Counterparty:
|
(b)
|
Account for payments to Dealer:
|
(a)
|
Address for notices or communications to Counterparty:
|
|
28
|
|
(b)
|
Address for notices or communications to Dealer:
|
[
|
]
|
|
29
|
|
By:
|
___________________________
Name: Title: |
By:
|
___________________________
Name: Title: |
2.
|
USD Premium: USD [____].
|
3.
|
Premium: The USD Premium, as converted into EUR at the “ask” spot rate of exchange of EUR for USD as quoted on Bloomberg page “WMCO”, at 4:00 p.m. New York time on the first day that is both a New York Banking Day and a London Banking Day after the Trade Date, or if such rate of exchange is not quoted thereon at such time, as converted into EUR by the Calculation Agent in a commercially reasonable manner. Promptly following the determination thereof, the Calculation Agent shall provide written notice to Counterparty specifying the Premium.
|
4.
|
Premium Payment Date: The closing date for the initial issuance of the Convertible Notes.
|
|
1
|
|
Component Number
|
Number of Warrants
|
Expiration Date
|
1.
|
[____]
|
8/27/2024
|
2.
|
[____]
|
8/28/2024
|
3.
|
[____]
|
8/29/2024
|
4.
|
[____]
|
8/30/2024
|
5.
|
[____]
|
9/3/2024
|
6.
|
[____]
|
9/4/2024
|
7.
|
[____]
|
9/5/2024
|
8.
|
[____]
|
9/6/2024
|
9.
|
[____]
|
9/9/2024
|
10.
|
[____]
|
9/10/2024
|
11.
|
[____]
|
9/11/2024
|
12.
|
[____]
|
9/12/2024
|
13.
|
[____]
|
9/13/2024
|
14.
|
[____]
|
9/16/2024
|
15.
|
[____]
|
9/17/2024
|
16.
|
[____]
|
9/18/2024
|
17.
|
[____]
|
9/19/2024
|
18.
|
[____]
|
9/20/2024
|
19.
|
[____]
|
9/23/2024
|
20.
|
[____]
|
9/24/2024
|
21.
|
[____]
|
9/25/2024
|
22.
|
[____]
|
9/26/2024
|
23.
|
[____]
|
9/27/2024
|
24.
|
[____]
|
9/30/2024
|
25.
|
[____]
|
10/1/2024
|
26.
|
[____]
|
10/2/2024
|
27.
|
[____]
|
10/3/2024
|
28.
|
[____]
|
10/4/2024
|
29.
|
[____]
|
10/7/2024
|
30.
|
[____]
|
10/8/2024
|
31.
|
[____]
|
10/9/2024
|
32.
|
[____]
|
10/10/2024
|
33.
|
[____]
|
10/11/2024
|
34.
|
[____]
|
10/14/2024
|
35.
|
[____]
|
10/15/2024
|
36.
|
[____]
|
10/16/2024
|
37.
|
[____]
|
10/17/2024
|
38.
|
[____]
|
10/18/2024
|
39.
|
[____]
|
10/21/2024
|
40.
|
[____]
|
10/22/2024
|
41.
|
[____]
|
10/23/2024
|
|
42.
|
[____]
|
10/24/2024
|
43.
|
[____]
|
10/25/2024
|
44.
|
[____]
|
10/28/2024
|
45.
|
[____]
|
10/29/2024
|
46.
|
[____]
|
10/30/2024
|
47.
|
[____]
|
10/31/2024
|
48.
|
[____]
|
11/1/2024
|
49.
|
[____]
|
11/4/2024
|
50.
|
[____]
|
11/5/2024
|
|
1
|
|
General Terms:
|
|
Trade Date:
|
November 6, 2018.
|
Option Style:
|
Modified American, as described below under “Procedures for Exercise”.
|
Option Type:
|
Call.
|
Buyer:
|
Counterparty.
|
Seller:
|
Dealer.
|
Shares:
|
The ordinary shares, par value EUR 0.01 per share, of Counterparty (NYSE ticker symbol “QGEN”).
|
Number of Options:
|
2,500.
|
Option Entitlement:
|
As of any date, a number of Shares per Option equal to the Applicable Percentage
multiplied
by
the “Conversion Ratio” (as defined in the Indenture) as of such date (but without regard to any adjustments to the “Conversion Ratio” pursuant to Section 12.03 or to Section 12.04(h) of the Indenture).
|
Strike Price:
|
As provided in
Schedule A
to this Confirmation.
|
Applicable Percentage:
|
[__]%.
|
Premium:
|
As provided in
Schedule A
to this Confirmation.
|
Premium Payment Date:
|
As provided in
Schedule A
to this Confirmation.
|
Exchange:
|
The New York Stock Exchange.
|
Related Exchange(s):
|
All Exchanges.
|
Calculation Agent:
|
Dealer;
provided
that all determinations made by Calculation Agent shall be made in good faith and in a commercially reasonable manner;
provided
further
that (i) upon receipt of written request from Counterparty, the Calculation Agent shall promptly provide Counterparty with a written explanation describing in reasonable detail any calculation, adjustment, or determination made by it (including any quotation, market data or information from internal or external sources used in making such calculation, adjustment or determination, as the case may be, but without disclosing Calculation Agent’s proprietary models or other information that may be proprietary or confidential) and shall use commercially reasonable efforts to provide such written explanation within five (5) Exchange Business Days from receipt of such request, (ii) if an Event of Default described in Section 5(a)(vii) of the Agreement has occurred and is continuing with respect to Dealer, the Calculation Agent shall be a leading recognized dealer in equity derivatives designated in good faith by Counterparty for so long as such Event of Default is continuing and (iii) if Counterparty promptly disputes in writing any calculation, adjustment or determination and provides reasonable detail as to the basis for such dispute, the Calculation Agent shall discuss the dispute with Counterparty and shall consider in good faith any alternative calculations, adjustments or determinations proposed by Counterparty, it being understood that the Calculation Agent’s calculation, adjustment or determination, modified to the extent the Calculation Agent determines appropriate after such consideration, shall apply to the Transaction.
|
|
2
|
|
Procedures for Exercise:
|
|
Conversion Dates:
|
Each “Conversion Date” (as defined in the Indenture) occurring during the Exercise Period for Convertible Notes in denominations of USD 200,000 principal amount that are surrendered for conversion on such Conversion Date in accordance with the terms of the Indenture, subject to “Notice of Exercise” below (such Convertible Notes, the “
Relevant Convertible Notes
”).
|
Exercisable Options:
|
In respect of each Conversion Date, a number of Options equal to the number of Relevant Convertible Notes in denominations of USD 200,000 principal amount surrendered for conversion on such Conversion Date in accordance with the terms of the Indenture, subject to “Notice of Exercise” below, but no greater than the Number of Options.
|
Free Convertibility Date:
|
August 2, 2024.
|
Exercise Period:
|
The period from and including the Premium Payment Date to and including the Expiration Date.
|
Expiration Date:
|
Notwithstanding anything to the contrary in Section 3.1(f) of the Equity Definitions, “Expiration Date” shall mean the earlier of (x) the last day on which any Convertible Notes remain outstanding and (y) the fifth Scheduled Trading Day immediately preceding the “Maturity Date” (as defined in the Indenture).
|
Multiple Exercise:
|
Applicable, as provided under “Exercisable Options” above.
|
Automatic Exercise:
|
Applicable;
provided
that such Exercisable Options shall be exercised or deemed exercised only if Counterparty has provided a Notice of Exercise to Dealer in accordance with “Notice of Exercise” below.
|
|
3
|
|
Notice of Exercise:
|
Notwithstanding anything to the contrary in the Equity Definitions or under “Exercisable Options” above, Counterparty shall notify Dealer in writing prior to 5:00 p.m., New York City time, on the day that is at least two Scheduled Trading Days prior to the first day of the applicable Conversion Period (as defined below) in respect of the Options being exercised (or, in the case of an Early Conversion prior to the Conversion Period, prior to 5:00 p.m., New York City time, on the day that is at least two Scheduled Trading Days’ prior to the first day of the applicable “Calculation Period” (as defined in the Indenture)) (the “
Exercise Notice Deadline
”) of (i) the number of such Options (including, if applicable, whether all or any portion of the Convertible Notes relating to such Options are Convertible Notes as to which additional Shares would be added to the “Conversion Ratio” (as defined in the Indenture) pursuant to Section 12.03 of the Indenture (the “
Make-Whole Convertible Notes
”)) and (ii) the scheduled first day of the applicable Conversion Period (or, in the case of an Early Conversion, the scheduled first day of the applicable “Calculation Period” (as defined in the Indenture));
provided
that (I) in respect of any Options relating to Relevant Convertible Notes with a Conversion Date occurring on or after the Free Convertibility Date (other than Make-Whole Convertible Notes), such notice may be given on or prior to the Scheduled Trading Day immediately preceding the Expiration Date and need only specify the information required in clause (i) above, and (II) with respect to (a) any Exercisable Options exercised prior to the Free Convertibility Date or (b) any Exercisable Options relating to Make-Whole Convertible Notes exercised on or after the Free Convertibility Date (any exercise pursuant to clause (a) or (b), an “
Early Conversion
”), an Additional Termination Event shall be deemed to occur with respect to a number of Options equal to the number of Exercisable Options so exercised, as provided in clause (D) under “Additional Termination Events” in paragraph 5(b) below.
Notwithstanding the foregoing, notice in respect of any exercise of Options hereunder (and the related exercise of Options) shall be effective if given after 5:00 p.m., New York City time, on the Exercise Notice Deadline, but prior to 5:00 p.m., New York City time, on the fifth Scheduled Trading Day following the Exercise Notice Deadline, in which event the Calculation Agent shall have the right to adjust the Cash Settlement Amount as appropriate to reflect the additional costs (including, but not limited to, hedging mismatches and market losses) and expenses incurred by Dealer in connection with its hedging activities (including the unwinding of any hedge position) as a result of Dealer not having received such notice on or prior to the Exercise Notice Deadline and, if appropriate, to delay the Settlement Date.
|
Settlement Terms:
|
|
Settlement Method:
|
For any Option, Cash Settlement.
|
Cash Settlement:
|
In lieu of Section 8.1 of the Equity Definitions, Dealer will pay to Counterparty, on the relevant Settlement Date for each Option, an amount of cash (the “
Cash Settlement Amount
”) equal to the
sum
of the amounts determined for each Trading Day during the applicable Conversion Period for such Option consisting of (i) the Daily Option Value for such Trading Day,
divided by
(ii) the number of Trading Days in the applicable Conversion Period.
|
Daily Option Value:
|
For any Trading Day, an amount equal to (i) the Option Entitlement on such Trading Day,
multiplied by
(ii)(x) the VWAP Price on such Trading Day
minus
(y) the Strike Price on such Trading Day;
provided
that if the calculation contained in clause (ii) above results in a negative number, the Daily Option Value for such Trading Day shall be deemed to be zero. In no event will the Daily Option Value be less than zero.
|
Trading Day:
|
A day on which trading in the Shares generally occurs on the Exchange and there is no Market Disruption Event. If the Shares are not so traded or quoted, “Trading Day” means Business Day.
|
|
4
|
|
Scheduled Trading Day:
|
Any day that is scheduled to be a Trading Day.
|
Business Day:
|
A day (other than a Saturday or Sunday) on which banks are open for general business in New York City, London, Amsterdam and Frankfurt and (in relation to any date for the payment or purchase of a currency other than U.S. dollars) the principal financial center of the country of that currency.
|
Market Disruption Event:
|
Section 6.3(a) of the Equity Definitions is hereby replaced in its entirety by the following:
“‘Market Disruption Event’ means (a) a failure by the Exchange to open for trading during its regular trading session or (b) the occurrence or existence, prior to 1:00 p.m., local time, on any Trading Day for the Shares, of an aggregate one half-hour period of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant exchange or quotation system or otherwise) in the Shares or in any options, contracts or futures contracts relating to the Shares.”
|
VWAP Price:
|
On any Trading Day, the per Share volume-weighted average price of the Shares as displayed under the heading “Bloomberg VWAP” on Bloomberg page “QGEN US <equity> AQR” (or its equivalent successor if such page is not available) in respect of the period from the scheduled opening of trading of the primary trading session on the Exchange until the scheduled close of trading of the primary trading session on such Trading Day (or if such volume-weighted average price is unavailable on any such Trading Day, the market value of one Share on such Trading Day as determined by the Calculation Agent using a volume-weighted average price method), determined without regard to after-hours trading or any other trading outside of the regular trading session.
|
Conversion Period:
|
For any Option, the 50 consecutive Trading Days commencing on, and including, the 55th Scheduled Trading Day immediately prior to the “Maturity Date” (as defined in the Indenture).
|
Settlement Date:
|
For any Option, the third Business Day immediately following the final Trading Day of the applicable Conversion Period for such Option.
|
Settlement Currency:
|
USD.
|
|
5
|
|
Share Adjustments:
|
|
Method of Adjustment:
|
Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any adjustment to the “Conversion Ratio” (as defined in the Indenture) and/or the nature of the Shares under the Convertible Notes pursuant to the Indenture (other than an increase in the “Conversion Ratio” pursuant to Sections 12.03 and 12.04(h) of the Indenture), the Calculation Agent will make a corresponding adjustment to any one or more of the Strike Price, Number of Options, the Option Entitlement and any other term relevant to the exercise, settlement, payment or other terms of the Transaction. Counterparty agrees that it will notify Dealer prior to the effectiveness of any such adjustment and, if the Calculation Agent in good faith disagrees with any adjustment to the Convertible Notes that involves an exercise of discretion by Counterparty, its board of directors or the “Calculation Agent” or an “Independent Expert” under the Indenture (including, without limitation, pursuant to Section 12.04(g) of the Indenture or in connection with any proportional adjustment or the determination of the fair value of any securities, property, rights or other assets), then in each such case, the Calculation Agent will determine the adjustment to be made to any one or more of the Strike Price, Number of Options, Option Entitlement and any other terms relevant to the exercise, settlement or payment for the Transaction in a commercially reasonable manner.
|
Potential Adjustment Events:
|
Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in Section 12.04(a)-(e) and (g) of the Indenture that would result in an adjustment to the “Conversion Ratio” (as defined in the Indenture) of the Convertible Notes;
provided
that in no event shall there be any adjustment hereunder as a result of an adjustment to the “Conversion Ratio” pursuant to Sections 12.03 or 12.04(h) of the Indenture.
|
Extraordinary Events:
|
|
Merger Events:
|
Notwithstanding Section 12.1(b) of the Equity Definitions, a “Merger Event” means the occurrence of any event or condition set forth in Section 12.05 of the Indenture.
|
Notice of Merger Consideration:
|
Upon the occurrence of a Merger Event that causes the Shares to be converted into or exchanged for more than a single type of consideration (determined based in part upon the form of election of the holders of the Shares), Counterparty shall promptly notify the Calculation Agent in writing of the types and amounts of consideration that holders of Shares have affirmatively elected to receive upon consummation of such Merger Event;
provided
that in no event shall the date of such notification be later than the date on which such Merger Event is consummated.
|
|
6
|
|
|
7
|
|
Change in Law:
|
Applicable;
provided
that Section 12.9(a)(ii) of the Equity Definitions is hereby amended by (i) replacing the phrase “the interpretation” in the third line thereof with the phrase “, or announcement or statement of, the formal or informal interpretation”, (ii) by replacing the word “Shares” where it appears in clause (X) thereof with the words “Hedge Positions”, (iii) by immediately following the word “Transaction” in clause (X) thereof, adding the phrase “in the manner contemplated by the Hedging Party on the Trade Date” and (iv) adding the following proviso to the end of clause (Y) thereof: “provided that (1) such party has used commercially reasonable efforts to avoid such increased cost on terms reasonably acceptable to such party, as long as (i) such party would not incur a materially increased cost (including, without limitation, due to any increase in tax liability, decrease in tax benefit or other adverse effect on its tax position), as reasonably determined by such party, in doing so, (ii) such party would not violate any applicable law, rule, regulation or policy of such party, as reasonably determined by such party, in doing so, (iii) such party would not suffer a material penalty, injunction, non-financial burden, reputational harm or other material adverse consequence in doing so, (iv) such party would not incur any material operational or administrative burden in doing so and (v) such party would not, in doing so, be required to take any action that is contrary to the intent of the law or regulation that is subject to the Change in Law and (2) Dealer may exercise its termination right with respect to such event described in this clause (Y) only if Dealer determines, based upon advice of counsel the costs of which are borne by the Dealer, that it is generally exercising its rights to terminate or adjust as a result of such event with respect to any similarly situated customers in the context of the event constituting such Change in Law”.
|
Failure to Deliver:
|
Not Applicable.
|
Insolvency Filing:
|
Applicable.
|
Hedging Disruption:
|
Applicable;
provided
that: (I) Section 12.9(a)(v) of the Equity Definitions is hereby modified by (i) inserting the following words at the end of clause (A) thereof: “in the manner contemplated by the Hedging Party on the Trade Date”, and (ii) inserting the following two phrases at the end of such Section: “For the avoidance of doubt, the term “equity price risk” shall be deemed to include, but shall not be limited to, stock price and volatility risk. For the further avoidance of doubt, any such transactions or assets referred to in phrases (A) or (B) above must be available on commercially reasonable pricing terms. Any inability of the Hedging Party referred to in phrases (A) and (B) above that is solely attributable to the deterioration of the creditworthiness of the Hedging Party shall not be deemed a Hedging Disruption.”, and (II) Section 12.9(b)(iii) of the Equity Definitions is hereby amended by inserting in the third line thereof, after the words “to terminate the Transaction”, the words “or a portion of the Transaction affected by such Hedging Disruption”.
|
Increased Cost of Hedging:
|
Applicable.
|
Hedging Party:
|
Dealer or an affiliate of Dealer that is involved in the hedging of this Transaction for all applicable Additional Disruption Events.
|
Hedge Positions:
|
The definition of “Hedge Positions” in Section 13.2(b) of the Equity Definitions shall be amended by inserting the words “or an affiliate thereof” after the words “a party” in the third line.
|
Determining Party:
|
Dealer for all applicable Extraordinary Events.
|
|
8
|
|
Acknowledgments:
|
|
Non-Reliance:
|
Applicable.
|
Agreements and Acknowledgments Regarding Hedging Activities:
|
Applicable.
|
Additional Acknowledgments:
|
Applicable.
|
(a)
|
Commodity Exchange Act.
It is an “eligible contract participant” within the meaning of Section 1a(18) of the U.S. Commodity Exchange Act, as amended (the “
CEA
”). The Transaction has been subject to individual negotiation by the parties. The Transaction has not been executed or traded on a “trading facility” as defined in the CEA.
|
(b)
|
Securities Act.
It is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act, or an “accredited investor” as defined in Section 2(a)(15)(ii) of the Securities Act.
|
(c)
|
ERISA.
The assets used in the Transaction (1) are not assets of any “plan” (as such term is defined in Section 4975 of the U.S. Internal Revenue Code (the “
Code
”)) subject to Section 4975 of the Code or any “employee benefit plan” (as such term is defined in Section 3(3) of the U.S. Employee Retirement Income Security Act of 1974, as amended (“
ERISA
”)) subject to Title I of ERISA, and (2) do not constitute “plan assets” within the meaning of Department of Labor Regulation 2510.3-101, 29 CFR Section 2510-3-101.
|
(d)
|
Notice of Event of Default
. It shall promptly provide written notice to the other party upon obtaining knowledge of the occurrence of any event that would constitute an Event of Default;
provided, however
, that should it be in possession of material non-public information regarding itself, it shall not communicate such information to the other party.
|
(e)
|
No Registration
. It understands, agrees and acknowledges that the other party has no obligation or intention to register the Transaction under the Securities Act, any state securities law or other applicable federal or non-U.S. securities law.
|
(f)
|
Non-reliance
. (A) It is acting for its own account, and it has made its own independent decisions to enter into the Transaction and as to whether the Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary, (B) it is not relying on any communication (written or oral) of the other party or any of its affiliates as investment advice or as a recommendation to enter into the Transaction (it being understood that information and explanations related to the terms and conditions of the Transaction shall not be considered investment advice or a recommendation to enter into the Transaction), and (C) no communication (written or oral) received from the other party or any of its affiliates shall be deemed to be an assurance or guarantee as to the expected results of the Transaction.
|
(a)
|
The representations and warranties of Counterparty set forth in Section 1 of the Purchase Agreement dated as of the Trade Date between Counterparty, Deutsche Bank Aktiengesellschaft, Goldman Sachs International, Barclays Bank PLC, HSBC Trinkaus & Burkhardt AG and Merrill Lynch International
|
|
9
|
|
(b)
|
As of the Trade Date or the Premium Payment Date, Counterparty (i) has neither (A) filed a request for bankruptcy or been declared bankrupt by a judgment of a competent court in the Netherlands within the meaning of Section 1 of the Netherlands Bankruptcy Act (“Faillisementswet”) nor (B) filed a request for a suspension of payments within the meaning of Section 213 of the Netherlands Bankruptcy Act and (ii) is not and shall not be after giving effect to the Transactions, “insolvent” (as such term is defined in Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “
Bankruptcy Code
”)); and on each such date Counterparty would be able to purchase a number of Shares equal to the Number of Shares in compliance with the laws of the jurisdiction of Counterparty’s incorporation or organization;
|
(c)
|
Counterparty shall promptly provide written notice to Dealer upon obtaining knowledge of the occurrence of any event that would constitute a Potential Adjustment Event, a Merger Event or any other Extraordinary Event;
provided, however
, that should Counterparty be in possession of material non-public information regarding Counterparty, Counterparty shall not communicate such information to Dealer;
|
(d)
|
Counterparty has not violated and will not violate any applicable law (including, without limitation, the Securities Act, the Exchange Act and Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse (market abuse regulation) and repealing Directive 2003/6/EC of the European Parliament and of the Council and Commission Directives 2003/124/EC, 2003/125/EC and 2004/72/EC, in each case and the regulations promulgated thereunder) in connection with the Transaction;
|
(e)
|
Counterparty has not entered into the Transaction with the intent to avoid any regulatory filings;
|
(f)
|
Each of Counterparty’s filings under the Securities Act, the Exchange Act, or other applicable securities laws that are required to be filed have been filed and that, as of the respective dates thereof and as of the Trade Date, such filings when considered as a whole (with the more recent such filings deemed to amend inconsistent statements contained in any earlier such filings) do not contain any misstatement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading;
|
(g)
|
Counterparty is not, and after giving effect to the Transactions will not be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended;
|
(h)
|
Counterparty understands, agrees and acknowledges that no obligations of Dealer to it hereunder shall be entitled to the benefit of deposit insurance and that such obligations shall not be guaranteed by any affiliate of Dealer or any governmental agency;
|
(i)
|
[
negotiated clause
];
|
(j)
|
Without limiting the generality of Section 13.1 of the Equity Definitions, Counterparty acknowledges that Dealer is not making any representations or warranties with respect to the treatment of the Transaction under any accounting standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (or any successor issue statements) or under FASB’s Liabilities & Equity Project;
|
(k)
|
Counterparty is not entering into the Transaction for the purpose of (i) creating actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or (ii) raising or depressing or otherwise manipulating the price of, or facilitating a distribution of, the Shares (or any security convertible into or exchangeable for the Shares);
|
|
10
|
|
(l)
|
Counterparty has not entered into any obligation or undertaking that would contractually limit it from effecting Cash Settlement under this Transaction and it agrees not to enter into any such obligation or undertaking during the term of this Transaction;
|
(m)
|
Counterparty shall deliver to Dealer an opinion of counsel, dated as of the Trade Date and reasonably acceptable to Dealer in form and substance, with respect to the matters set forth in Section 3(a) of the Agreement;
provided
that such opinion of counsel may contain customary exceptions, assumptions and qualifications;
|
(n)
|
Counterparty is entering into the Transaction, solely for the purposes stated in the board resolution authorizing the Transaction (a copy of which, and such other certificates as Dealer may reasonably request, Counterparty shall deliver to Dealer on or before the Trade Date) and in its public disclosure, and there is no internal policy, whether written or oral, of Counterparty that would prohibit Counterparty from entering into any aspect of the Transaction;
|
(o)
|
To Counterparty’s knowledge, other than reporting requirements pursuant to Chapter 5.3 of the Dutch Financial Supervision Act (
Wet op het financieel toezicht
) and Sections 13 or 16 of the Exchange Act, no federal, state or local (including non-U.S. jurisdictions) law, rule, regulation or regulatory order applicable to Counterparty or the Shares as a result of Counterparty’s particular business would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares;
provided
that Counterparty makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or its affiliates solely as a result of their being a financial institution or broker-dealer; and
|
(p)
|
Counterparty has discussed the Transaction with its outside tax advisors and has received appropriate comfort from such tax advisors that the tax treatment Counterparty will apply to the Transaction is proper under applicable law.
|
(a)
|
Designation by Dealer.
Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any securities or other assets to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such securities or other assets and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty solely to the extent of and upon any such performance;
provided
that Dealer’s obligation shall be reinstated (and Dealer shall have the right to designate another of its affiliates to perform such obligation), as though such performance had not been rendered by such affiliate, in the event and to the extent Counterparty is required to repay or reimburse the amount or value of any payment or other performance by such affiliate on the grounds of the insolvency or other legal, regulatory or contractual constraint on affiliate’s payment or performance of such obligation.
|
(b)
|
Additional Termination Events.
|
|
11
|
|
(c)
|
Understanding and Acknowledgement.
Counterparty understands and acknowledges that notwithstanding any other relationship between Counterparty and Dealer (and Dealer’s affiliates), in connection with this Transaction and any other over-the-counter derivative transaction between Counterparty and Dealer or Dealer’s affiliates, Dealer or its affiliates, as the case may be, is acting as principal and is not a fiduciary or adviser to Counterparty in respect of any such transaction, including any entry into or exercise, amendment, unwind or termination thereof.
|
(d)
|
Amendments to Equity Definitions.
Section 12.9(b)(i) of the Equity Definitions is hereby amended by (1) replacing “either party may elect” with “Dealer may elect” and (2) replacing “notice to the other party” with “notice to Counterparty” in the first sentence of such section.
|
(e)
|
Repurchase Notices.
On any day on which both (i) Counterparty effects any repurchase of Shares and (ii) Counterparty does not qualify as a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act, Counterparty shall promptly give Dealer a written notice of such repurchase (a
|
|
12
|
|
(f)
|
Rule 10b-18.
Except as disclosed to Dealer in writing prior to the date on which the offering of the Convertible Notes was first announced, Counterparty represents and warrants to Dealer that it has not made any purchases of blocks by or for itself or any of its Affiliated Purchasers pursuant to the one block purchase per week exception in Rule 10b-18(b)(4) under the Exchange Act during each of the four calendar weeks preceding such date and the calendar week in which such date occurs (“
Rule 10b-18 purchase
,” “
blocks
” and “
Affiliated Purchaser
” each as defined in Rule 10b-18 under the Exchange Act (“
Rule
10b-18
”)). Counterparty agrees and acknowledges that it shall not, and shall cause its affiliates and Affiliated Purchasers not to, directly or indirectly (including by means of a derivative instrument), enter into any transaction to purchase any Shares during the period beginning on such date and ending on the Last Initial Hedge Date (as defined below).
|
|
13
|
|
(g)
|
Regulation M.
Counterparty represents and warrants to Dealer that Counterparty (A) was not on the date on which the offering of the Convertible Notes was first announced, has not since such date, and is not on the date hereof, engaged in a distribution, as such term is used in Regulation M under the Exchange Act (“
Regulation M
”), of any securities of Counterparty, other than the distribution of the Convertible Notes and (B) shall not engage in any “distribution,” as such term is defined in Regulation M, other than a distribution meeting the requirements of the exceptions set forth in sections 101(b)(10) and 102(b)(7) of Regulation M, until the second Exchange Business Day immediately following the Last Initial Hedge Date (as defined below).
|
(h)
|
Early Unwind.
In the event (x) the sale of Convertible Notes is not consummated with the Initial Purchasers for any reason by 12:00 p.m. London time on November 13, 2018 (or such later date as agreed upon by the parties) or (y) the Initial Purchasers have terminated the Purchase Agreement pursuant to Section 10 thereof (November 13, 2018, such later agreed date, or the date Dealer becomes aware that the Initial Purchasers have terminated the Purchase Agreement, as applicable, the “
Early Unwind Date
”), the Transaction shall automatically terminate (the “
Early Unwind
”), on the Early Unwind Date and (i) the Transaction and all of the respective rights and obligations of Dealer and Counterparty under the Transaction shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with the Transaction either prior to or after the Early Unwind Date;
provided
that, unless the Early Unwind Date occurred as a result of a breach of the Purchase Agreement by Dealer, Counterparty shall purchase from Dealer on the Early Unwind Date all Shares purchased by Dealer or one of more of its affiliates for the purpose of hedging the Transaction and reimburse Dealer for any costs or expenses (including, without duplication, market losses) relating to the unwinding of its hedging activities in connection with the Transaction (including any loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position)
less
any gain for the Dealer for the unwind of such hedging activity. Any such unwind must be performed by the Dealer in a commercially reasonable manner, it being understood that Dealer shall not increase its hedge positions after the Early Unwind Date. The amount of any such reimbursement shall be determined by Dealer in its sole good faith discretion and, upon request by Counterparty, documented to Counterparty in reasonable detail. Dealer shall notify Counterparty of such amount and Counterparty shall pay such amount in immediately available funds on the Early Unwind Date. Dealer and Counterparty represent and acknowledge to the other that, subject to the proviso included in this paragraph, upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.
|
(i)
|
Transfer or Assignment.
Counterparty may not transfer or assign any of its rights or obligations under the Transaction or the Agreement without the prior written consent of Dealer. Notwithstanding any provision of the Agreement to the contrary, Dealer may, subject to applicable law, freely transfer and assign all of its rights and obligations under the Transaction or the Agreement without the consent of Counterparty to any affiliate of Dealer with a rating (or whose guarantor has a rating) for its long term, unsecured and unsubordinated indebtedness of A- or better by S&P Global Ratings or its successor (“
S&P
”), or A3 or better by Moody’s Investors Service, Inc. or its successor (“
Moody’s
”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer.
|
|
14
|
|
(j)
|
Ratings Decline
. If at any time the long term, unsecured and unsubordinated indebtedness of Dealer is rated lower than Baa3 by Moody’s and lower than BBB- by S&P (any such rating, a “
Ratings Downgrade
”), then Counterparty may, at any time following the occurrence and during the continuation of such Ratings Downgrade, provide written notice to Dealer specifying that it elects for this provision to apply (a “
Trigger Notice
”). Upon receipt by Dealer of a Trigger Notice from Counterparty, Dealer shall promptly elect that either (i) the parties shall negotiate in good faith terms for collateral arrangements (including, at Dealer’s election, custody by a third party) pursuant to which Dealer is required to provide collateral (including, but not limited to, equity or equity-linked securities issued by Counterparty) to Counterparty in respect of the Transaction with a value equal to the full mark-to-market exposure of Counterparty under the Transaction, as determined by Dealer in a good faith commercially reasonable manner, or (ii) an Additional Termination Event shall occur and, with respect to such Additional Termination Event, (A) Counterparty shall be deemed to be the sole Affected Party, and (B) the Transaction shall be the sole Affected Transaction. If requested by Counterparty at any time following the Premium Payment Date, the parties shall commence negotiation of documentation for such collateral arrangements.
|
(k)
|
[
negotiated clause
].
|
(l)
|
[
negotiated clause
].
|
(m)
|
Netting and Setoff.
In addition to any rights of set-off a party may have as a matter of law or otherwise, upon the occurrence of an Event of Default or Termination Event with respect to a party who is the Defaulting Party or the Affected Party (“
X
”), the other party (“
Y
”) will have the right (but not be obliged) without prior notice to X or any other person to set off or apply any obligation of X owed to Y (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation) against any obligation of Y owed to X (whether or not matured or contingent and whether or not arising under the Agreement, and regardless of the currency, place of payment or booking office of the obligation). Y will give notice to the other party of any set-off effected under this paragraph. Amounts (or the relevant portion of such amounts) subject to set-off may be converted by Y into the Termination Currency at the rate of exchange at which such party would be able, acting in a reasonable manner
|
|
15
|
|
(n)
|
[
negotiated clause
].
|
(o)
|
Withholding Tax Imposed on Payments to Non-US Counterparties Under the United States Foreign Account Tax Compliance Act
. “Tax” and “Indemnifiable Tax” as defined in Section 14 of this Agreement shall not include any U.S. federal withholding tax imposed or collected pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code of 1986, as amended (the “
Code
”), any current or future regulations or official interpretations thereof, any agreement entered into pursuant to Section 1471(b) of the Code, or any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement entered into in connection with the implementation of such Sections of the Code (a “
FATCA Withholding Tax
”). For the avoidance of doubt, a FATCA Withholding Tax is a Tax the deduction or withholding of which is required by applicable law for the purposes of Section 2(d) of this Agreement.
|
(p)
|
Registration.
Counterparty hereby agrees that if, in the good faith reasonable judgment of Dealer, the Shares (“
Hedge Shares
”) acquired by Dealer for the purpose of hedging its obligations pursuant to the Transaction cannot be sold in the public market by Dealer without registration under the Securities Act, Counterparty shall, at its election, either (i) in order to allow Dealer to sell the Hedge Shares in a registered offering, make available to Dealer an effective registration statement under the Securities Act and (A) enter into an agreement, in form and substance satisfactory to Dealer, substantially in the form of an underwriting agreement for a registered offering (without any underwriter compensation), (B) provide accountant’s “comfort” letters customary in form for registered offerings of equity securities, (C) provide disclosure opinions of nationally recognized outside counsel to Counterparty reasonably acceptable to Dealer, (D) provide other customary opinions, certificates and closing documents customary in form for registered offerings of equity securities and (E) afford Dealer a reasonable opportunity to conduct a due diligence investigation with respect to Counterparty customary in scope for underwritten offerings of equity securities;
provided
,
however
, that if Dealer, in its sole reasonable discretion, is not satisfied with access to due diligence materials, the results of its due diligence investigation, or the procedures and documentation for the registered offering referred to above, then clause (ii) or clause (iii) of this paragraph shall apply at the election of Counterparty; (ii) in order to allow Dealer to sell the Hedge Shares in a private placement, enter into and comply with a private placement agreement substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance satisfactory to Dealer (in which case, the Calculation Agent shall make any adjustments to the terms of the Transaction that are necessary, in its reasonable judgment, to compensate Dealer for any commercially reasonable discount from the public market price of the Shares incurred on the sale of Hedge Shares in a private placement); or (iii) purchase the Hedge Shares from Dealer at the closing price on such Exchange Business Days, and in the amounts, requested by Dealer.
|
(q)
|
Tax Disclosure.
Notwithstanding anything to the contrary herein, in the Equity Definitions or in the Agreement, and notwithstanding any express or implied claims of exclusivity or proprietary rights, the parties (and each of their employees, representatives or other agents) are authorized to disclose to any and all persons, beginning immediately upon commencement of their discussions and without limitation of any kind, the tax treatment and tax structure of the Transaction, and all materials of any kind (including opinions or other tax analyses) that are provided by either party to the other relating to such tax treatment and tax structure.
|
|
16
|
|
(r)
|
2015 Section 871(m) Protocol
: Dealer is adherent to the ISDA 2015 Section 871(m) Protocol published by the International Swaps and Derivatives Association, Inc. on November 2, 2015, as may be amended or modified from time to time (the “
2015 Section 871(m) Protocol
”). In the event that Counterparty is not an adherent to the 2015 Section 871(m) Protocol, Dealer and Counterparty hereby agree that this Agreement shall be treated as a Covered Master Agreement (as that term is defined in the 2015 Section 871(m) Protocol) and this Agreement shall be deemed to have been amended in accordance with the modifications specified in the Attachment to the 2015 Section 871(m) Protocol.
|
(s)
|
Securities Contract.
The parties hereto agree and acknowledge that Dealer is one or more of a “financial institution” and “financial participant” within the meaning of Sections 101(22) and 101(22A) of the Bankruptcy Code. The parties hereto further agree and acknowledge (A) that this Confirmation is a “securities contract,” as such term is defined in Section 741(7) of the Bankruptcy Code, with respect to which each payment and delivery hereunder or in connection herewith is a “termination value,” “payment amount” or “other transfer obligation” within the meaning of Section 362 of the Bankruptcy Code and a “settlement payment” (as such term is defined in Section 741(8) of the Bankruptcy Code) or a “transfer” within the meaning of Section 546 of the Bankruptcy Code and (B) that Dealer is entitled to the protections afforded by, among other sections, Section 362(b)(6), 362(b)(27), 362(o), 546(e), 546(j), 548(d)(2), 555 and 561 of the Bankruptcy Code.
|
(t)
|
No Material Non-Public Information.
Dealer shall provide a written notice to Counterparty promptly following the date on which Dealer has completed all purchases of Shares or other transactions to hedge initially its exposure with respect to the Transaction (such date, the “
Last Initial Hedge Date
”), which it shall complete as soon as reasonably practicable. On each day during the period beginning on the Trade Date and ending on the earlier of (i) the 3
rd
Exchange Business Day following the Trade Date and (ii) the Last Initial Hedge Date, Counterparty represents and warrants to Dealer that none of Counterparty and its officers and directors is aware or in possession of any material non-public information or any information constituting inside information, as defined in article 7 of Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse, concerning Counterparty, the Shares or trading in the shares. “Material” information for these purposes is any information to which an investor would reasonably attach importance in reaching a decision to buy, sell or hold any securities of Counterparty.
|
(u)
|
Right to Extend.
Dealer may postpone any Exercise Date or postpone or extend any other date of valuation or delivery with respect to some or all of the relevant Options (in which event the Calculation Agent shall make appropriate adjustments to the Cash Settlement Amount for such Options), if Dealer determines, in its commercially reasonable discretion, that such postponement or extension is necessary or appropriate to preserve Dealer’ or its affiliate’s hedging or hedge unwind activity hereunder in light of existing liquidity conditions or to enable Dealer or its affiliate to effect purchases of Shares in connection with its hedging, hedge unwind or settlement activity hereunder in a manner that would, if Dealer or such affiliate were Issuer or an affiliated purchaser of Issuer, be in compliance with applicable legal, regulatory or self-regulatory requirements, or with related policies and procedures applicable to Dealer and/or such affiliate; provided that Dealer may not postpone or extend any such date by more than 100 Trading Days.
|
(v)
|
Wall Street Transparency and Accountability Act of 2010.
The parties hereby agree that none of (i) Section 739 of the Wall Street Transparency and Accountability Act of 2010 (the “
WSTAA
”), (ii) any similar legal certainty provision included in any legislation enacted, or rule or regulation promulgated, on or after the Trade Date, (iii) the enactment of the WSTAA or any regulation under the WSTAA, (iv) any requirement under the WSTAA or (v) any amendment made by the WSTAA shall limit or otherwise impair either party’s right to terminate, renegotiate, modify, amend or supplement this Confirmation, any Transaction hereunder or the Agreement, as applicable, arising from a termination event, force majeure, illegality, increased cost, regulatory change or similar event under this Confirmation, the Equity Definitions or the Agreement (including, but not limited to, any right arising from any Change in Law, Insolvency Filing, Hedging Disruption, Increased Cost of Hedging, Loss of Stock Borrow, Increased Cost of Stock Borrow, or Illegality (as defined in the Agreement)).
|
|
17
|
|
(w)
|
Payments on Early Termination
. The parties hereto agree that for the Transaction, for the purposes of Section 6(e) of the Agreement, Second Method and Loss will apply and in the event that (i) an Early Termination Date occurs or is designated with respect to the Transaction as a result of a Termination Event or an Event of Default (other than an Event of Default arising under Section 5(a)(ii) or 5(a)(iv) of the Agreement) and, as a result, Counterparty owes to Dealer pursuant to Section 6(e) of the Agreement an amount calculated thereunder, such amount shall be deemed to be zero. The Termination Currency shall be USD.
|
(x)
|
Governing Law.
This Confirmation and the Agreement, and any claims, causes of action or disputes arising hereunder or thereunder or relating hereto or thereto, shall be governed by the laws of the State of New York (without reference to choice of law doctrine that would lead to the application of the laws of any jurisdiction other than New York).
|
(y)
|
Waiver of Jury Trial.
EACH PARTY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY SUIT, ACTION OR PROCEEDING RELATING TO THE TRANSACTION. EACH PARTY (I) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF SUCH A SUIT, ACTION OR PROCEEDING, SEEK TO ENFORCE THE FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THE TRANSACTION, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS PROVIDED HEREIN.
|
(z)
|
Submission to Jurisdiction.
THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECTION TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.
|
(aa)
|
Process Agent.
For purposes of Section 13(c) of the Agreement, Counterparty appoints QIAGEN North American Holdings, Inc. at 19300 Germantown Road, Germantown, MD 20874 as its Process Agent.
|
(bb)
|
2013 EMIR Portfolio Reconciliation, Dispute Resolution and Disclosure Protocol.
[
negotiated clause
].
|
(cc)
|
ISDA 2013 EMIR NFC Representation Protocol.
The parties agree that the provisions set out in the Attachment to the ISDA 2013 EMIR NFC Representation Protocol published by ISDA on March 8, 2013 (the “
NFC Representation Protocol
”) shall apply to the Agreement as if each party were an Adhering Party under the terms of the NFC Representation Protocol. In respect of the Attachment to the Protocol, (i) the definition of “Adherence Letter” shall be deemed to be deleted and references to “Adherence Letter” shall be deemed to be to this section (and references to “the relevant Adherence Letter” and “its Adherence Letter” shall be read accordingly), (ii) references to “adheres to the Protocol” shall be deemed to be “enters into this Agreement”, (iii) references to “Covered Master Agreement” shall be deemed to be references to this Agreement (and each “Covered Master Agreement” shall be read accordingly), and (iv) references to “Implementation Date” shall be deemed to be references to the date of this Agreement. Counterparty confirms that it enters into this Agreement as a party making the NFC Representation (as such term is defined in the NFC Representation Protocol). Counterparty shall promptly notify Dealer of any change to its status as a party making the NFC Representation.
|
(dd)
|
Part 2(b) of the ISDA Schedule – Payee Representation:
|
|
18
|
|
(ee)
|
Part 3(a) of the ISDA Schedule – Tax Forms:
|
|
Form/Document/Certificate
|
Date by which to be Delivered
|
Counterparty
|
A complete and duly executed United States Internal Revenue Service Form W-8BEN-E (or successor thereto).
|
(i) Upon execution and delivery of this Agreement; (ii) promptly upon reasonable demand by Dealer; and (iii) promptly upon learning that any such Form previously provided by Counterparty has become obsolete or incorrect.
|
Dealer
|
A complete and duly executed United States Internal Revenue Service Form [ ] (or successor thereto).
|
(i) Upon execution and delivery of this Agreement; (ii) promptly upon reasonable demand by Counterparty; and (iii) promptly upon learning that any such Form previously provided by Dealer has become obsolete or incorrect.
|
(ff)
|
Additional ISDA Schedule Terms
|
(gg)
|
Foreign Merger.
If, at any reasonable time following the occurrence of any Foreign Merger, the Calculation Agent reasonably determines in its good faith judgment that (x) such Foreign Merger has had a material adverse effect on Dealer’s rights and obligations under the Transaction or (y) Dealer would incur an increased (as compared with circumstances existing on the Trade Date) amount of tax, duty, expense or fee (other than brokerage commissions and excluding (I) any
de minimis
increased amount of tax, duty, expense or fee, as determined by the Calculation Agent, and (II) such increased amount that is incurred solely due to the deterioration of the creditworthiness of Dealer and/or any of its affiliates that are conducting hedging in connection with this Transaction), to (1) acquire, establish, re-establish, substitute, maintain, unwind or dispose of any transaction(s) or asset(s) it deems necessary to hedge the economic risk of entering into and performing its obligations with respect to the Transaction, or (2) realize, recover or remit the proceeds of any such transaction(s) or
|
|
19
|
|
(hh)
|
[
negotiated clause
].
|
(ii)
|
[
negotiated clause
].
|
(a)
|
Account for payments to Counterparty:
|
(b)
|
Account for payments to Dealer:
|
|
20
|
|
(a)
|
Address for notices or communications to Counterparty:
|
(b)
|
Address for notices or communications to Dealer:
|
[
|
]
|
|
21
|
|
By:
|
___________________________
Name: Title: |
By:
|
___________________________
Name: Title: |
1.
|
Strike Price: USD 200,000.00
divided
by 4,360.3098, or approximately USD 45.8683
|
2.
|
Premium: USD [___].
|
3.
|
Premium Payment Date: The closing date for the initial issuance of the Convertible Notes
|
Company Name
|
Jurisdiction
of Incorporation |
Amnisure International, LLC
|
USA
|
Cellestis Pty. Ltd.
|
Australia
|
QIAGEN Aarhus A/S
|
Denmark
|
QIAGEN AB
|
Sweden
|
QIAGEN AG
|
Switzerland
|
QIAGEN Australia Holding Pty. Ltd.
|
Australia
|
QIAGEN Benelux B.V.
|
Netherlands
|
QIAGEN Beverly, LLC
|
USA
|
QIAGEN China (Shanghai) Co. Ltd.
|
China
|
QIAGEN Deutschland Finance Holding (Luxembourg) SARL
|
Luxembourg
|
QIAGEN Deutschland Holding GmbH
|
Germany
|
QIAGEN Finance (Ireland) Ltd.
|
Ireland
|
QIAGEN Finance (Malta) Ltd.
|
Malta
|
QIAGEN France S.A.S.
|
France
|
QIAGEN Gaithersburg, LLC
|
USA
|
QIAGEN GmbH
|
Germany
|
QIAGEN Hamburg GmbH
|
Germany
|
QIAGEN Inc. (Canada)
|
Canada
|
QIAGEN Instruments AG
|
Switzerland
|
QIAGEN K.K.
|
Japan
|
QIAGEN Lake Constance GmbH
|
Germany
|
QIAGEN, LLC
|
USA
|
QIAGEN Ltd.
|
UK
|
QIAGEN Manchester Ltd.
|
UK
|
QIAGEN Marseille SA
|
France
|
QIAGEN North American Holdings Inc.
|
USA
|
QIAGEN Pty. Ltd.
|
Australia
|
QIAGEN Redwood City, Inc.
|
USA
|
QIAGEN Sciences, LLC
|
USA
|
QIAGEN S.r.l.
|
Italy
|
QIAGEN U.S. Finance Holdings (Luxembourg) SARL
|
Luxembourg
|
QIAGEN U.S. Finance, Inc.
|
USA
|
1.
|
I have reviewed this annual report on Form 20-F of QIAGEN N.V;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5.
|
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
|
/s/ Peer M. Schatz
|
Peer M. Schatz
|
Managing Director and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 20-F of QIAGEN N.V;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report;
|
4.
|
The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and
|
5.
|
The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal control over financial reporting.
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/s/ Roland Sackers
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Roland Sackers
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Managing Director and Chief Financial Officer
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Dated:
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March 5, 2019
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/s/ Peer M. Schatz
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Peer M. Schatz
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Managing Director and Chief Executive Officer
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Dated:
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March 5, 2019
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/s/ Roland Sackers
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Roland Sackers
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Managing Director and Chief Financial Officer
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