Shearman & Sterling is advising IPSOGEN S.A. in its response to an offer by QIAGEN to purchase a 47% initial stake in IPSOGEN S.A. and subsequently make a voluntary public offer to acquire all of the outstanding shares of IPSOGEN S.A.
A group of IPSOGEN shareholders comprised of members and the censor of the Board of Directors, holding shares representing in aggregate approximately 47% of IPSOGEN’s share capital, have agreed to enter into exclusive negotiations with QIAGEN in respect of the proposed acquisition by QIAGEN of their shares in IPSOGEN at a price of €12.90 per share. In addition, in the event a definitive purchase agreement is entered into and the acquisition consummated, QIAGEN would launch a process to acquire all remaining outstanding shares at €12.90 per share. This price would represent a 72.5% premium over IPSOGEN’s share price of €7.48 on June 10, 2011. The total value to fully acquire IPSOGEN is approximately €70 million. The workers council of IPSOGEN is being consulted on the QIAGEN offer for its opinion.
IPSOGEN S.A. is a “Cancer Profiler,” which develops, manufactures and commercializes molecular diagnostic assays for leukemia and breast cancer. The company, which has approximately 70 employees at sites in France and the United States, reported 24% net sales growth in 2010 to €8.4 million (approximately $12 million) from a group of more than 400 active customers around the world.
The Shearman & Sterling team was led by partner Hervé Letréguilly, assisted by associate Régis Henry.