Exicon Co., Ltd. — M&A Activity 2016

Jun 8, 2016

Copenhagen, 2016-06-08 14:46 CEST (GLOBE NEWSWIRE) -- QIAGEN N.V., Company reg.
no. 804803778 (“QIAGEN”), published a Recommended Public Conditional Voluntary
Offer on 19 April 2016 (the "Offer") to the shareholders of Exiqon A/S, Company
reg. no. (CVR) 18984431 (“Exiqon”). QIAGEN extended the Offer Period, according
to the Offer, on 19 May 2016 and on 3 June 2016.

QIAGEN has today decided to reduce its condition set out in the Offer Document
to reach valid acceptances of the Offer to the effect that QIAGEN will hold
more than 90% of the share capital and voting rights in the Company after
Completion of the Offer. Consequently, the acceptance threshold will be lowered
to 89.20 % of the share capital and voting rights in the Company. As a
consequence of the reduction of the condition and as required by the rules set
out in the Danish Takeover Order, the Offer Period is being extended, whereby
the Offer is valid as of 19 April 2016 and expires on 22 June 2016 at 23:59
(CET).

With reference to QIAGEN’s announcement of 3 June 2016, QIAGEN notes that it
has already received acceptances from Exiqon Shareholders representing 89.21%
of the share capital and voting rights in the Company, whereby QIAGEN expects
that the condition will be satisfied at the expiry of the Offer Period and
consequently that the Offer will be completed, provided all other conditions of
the Offer are fulfilled.

In addition to the acceptances received and as described in the Offer Document
and in the announcement of 3 June 2016, QIAGEN emphasizes that the members of
the Executive Management in aggregate hold 4,021,959 warrants in the Company
convertible into 4,021,959 shares in the Company. Such warrants are expected to
vest immediately upon Completion, if any, of the Offer and can either be
settled in cash or in shares depending on the decision by the Board of
Directors. QIAGEN has received irrevocable undertakings from the members of the
Executive Management stating that the members of the Executive Management will
tender any newly issued shares to QIAGEN at the Offer Price in case the Board
of Directors decides that such warrants should be settled in shares. QIAGEN has
subsequently entered into an agreement with the Company that entitles QIAGEN to
demand that any shares issued as a consequence of the exercise of warrants can
be settled in shares or in cash. On Completion, if any, of the Offer with an
acceptance ratio below 90% of the share capital and voting rights in the
Company, QIAGEN therefore expects to request the Board of Directors to settle
the warrants in shares with the effect that QIAGEN forewith of Completion of
the Offer will hold more than 90% of the shares and voting rights in the
Company due to the issuance (and subsequent transfer to QIAGEN) of such warrant
shares. In addition, QIAGEN has agreed with Exiqon that the Board of Directors
will call for an extraordinary general meeting for the purpose of electing the
members for the Board of Directors, such meeting to take place subsequent of
the Completion, if any, of the Offer.

Exiqon Shareholders should therefore be aware that irrespective of QIAGEN’s
decision to reduce the 90% condition above, QIAGEN still expects to squeeze out
the remaining minority Exiqon Shareholders and request from Nasdaq Copenhagen
cancellation and delisting of all the Exiqon Shares as soon as QIAGEN holds
above 90 % of the shares and capital in the Company. This threshold is expected
to be reached either at or immediately after Completion, if any, of the Offer.

The lowering of the condition and the extension of the Offer Period and the
conditions thereof is set out in the attached third supplement to the Offer
Document.

Unless the Offer Period is once more extended, QIAGEN will announce the
preliminary result of the Offer through the Danish FSA, NASDAQ Copenhagen and
through electronic media no later than eighteen hours after expiry of the Offer
Period, i.e. on 23 June 2016. QIAGEN will announce the final result of the
Offer on or before 26 June 2016, which is three days after the completion of
the Offer. See Section 21(3) of the Danish Takeover Order.

Definitions applied but not specified in this announcement shall have the same
meaning as set out in the Offer Document.