EQT’s €10.8bn Qiagen buyout is built to outvote holdouts who sank Thermo Fisher’s bid

EQT is buying Qiagen, the company whose kits pull DNA and RNA out of blood and tissue samples in hospital and research labs around the world, and the Swedish buyout firm has written the deal so that a small bloc of dissenting shareholders will struggle to stop it. Qiagen’s boards back the all-cash offer unanimously.

Outside the trading floor, the stakes sit in laboratories. Qiagen’s kits and instruments are the unglamorous first step of countless diagnoses, from tuberculosis screening to cancer testing, and of much pharmaceutical and forensic research. That supplier is about to leave the stock market for an owner whose model rests on selling it again at a profit.

The ghost of Thermo Fisher’s failed bid

Qiagen, a Dutch-registered group run from Hilden, near Düsseldorf, has been here before. In 2020 Thermo Fisher offered €39 a share, then €43, and watched the deal collapse when just over 47% of the shares were tendered, short of the two-thirds it needed. The hedge fund Davidson Kempner led the resistance, arguing that the price ignored pandemic demand for Qiagen’s testing products and that the company was worth €48 to €52 a share on its own.

That bet aged badly. Before reports of buyout interest moved the stock in July, Qiagen closed at €33.15. EQT’s €46.50 offer is a 40.3% premium to that price, and only €3.50 a share more than Thermo Fisher put on the table six years ago.

A buyout designed to outvote the holdouts

This time the acceptance threshold is a simple majority of the shares plus one. After closing, EQT plans corporate measures that would hand it the entire business and pay any remaining shareholders the same price in cash, minus withholding taxes, which could leave them with less than if they had tendered. Qiagen’s boards will carry out those measures if 80% of the votes cast at an extraordinary meeting approve them, and can still proceed with a lower tally if a substantial majority supports the deal.

In judging that support, the company says it may weigh the votes of longer-term holders against those of investors who buy in after the announcement to frustrate the deal or pursue event-driven hedge fund strategies. For anyone hoping to repeat the Davidson Kempner playbook, that is a warning written into the contract.

What a private Qiagen owes its labs

Chief executive Jonathan Pratt framed private ownership as speed, saying the company can “move faster and have greater freedom to put resources behind the most attractive opportunities.” EQT has signed commitments on Qiagen’s strategy, brands, sites, research and staff, and the group keeps its name. Those promises matter to Qiagen’s roughly 5,400 employees, but the announcement does not say how long they run. The purchase also leans on committed bank debt, which a bought-out company usually services from its own cash flow, and hospital and research customers are the ones who would feel that pressure in prices and product priorities.

The timing raises its own question. Alongside the deal, Qiagen reported preliminary third-quarter net sales of $548 million and suspended its full-year outlook, so shareholders will weigh the offer without the company’s own forecast for the rest of the year.

The Financial Times called it one of Europe’s largest take-private deals this year. EQT, which manages €354 billion, brings in the Abu Dhabi Investment Authority and Canada’s CPP Investments as co-investors.

The deal values Qiagen at about €10.8 billion including net debt of roughly $1.1 billion. The offer document still needs approval from Germany’s financial regulator, Bafin, and the transaction requires merger-control and foreign-investment clearances. Closing is expected in mid-2027. If regulators are still reviewing it ten months after the announcement, Qiagen may pay an interim dividend of up to $0.47 a share on top of the offer price, and its Frankfurt and New York listings end once EQT takes full control.

The investors who refused €43 in 2020 were betting that Qiagen would be worth more on its own. Six years later the market priced it at €33, and the next buyer has made sure that bet cannot be placed the same way again.

Tags: mergers and acquisitions, private equity, EQT, molecular diagnostics, Qiagen, Thermo Fisher