Exicon Co., Ltd. — M&A Activity 2016

Jun 8, 2016

8 June 2016

Third Supplement to the Recommended Public Conditional Voluntary Offer to the Shareholders of Exiqon A/S dated 19 April 2016.

Definitions applied in this supplement to the Offer Document of 19 April 2016 (the “Supplement”) shall have the same meaning as set out in the Offer Document.

The Offeror today announced its decision to reduce its condition set out in the Offer Document to reach valid acceptances of the Offer to the effect that the Offeror will hold more than 90% of the share capital and voting rights in the Company after Completion of the Offer. 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 as set out below.

Reduction of the condition regarding acceptance from at least 90% of the Exiqon Shareholders

The Offeror has decided to reduce its condition to receive acceptances totalling at least 90% of the share capital and voting rights in the Company as set out in the Offer Document. Consequently, the wording of the condition set out in Clause 7.2 of the Offer Document will be amended as follows:

” The Offeror has received valid acceptances of the Offer to the effect that the Offeror will hold more than 89.20 % of the share capital and voting rights in the Company after Completion of the Offer”.

All other conditions of the Offer will remain in effect and have the same wording.

With reference to the Offeror’s announcement of 3 June 2016, the Offeror notes that it has already received acceptances from Exiqon Shareholders representing 89.21% of the share capital and voting rights in the Company, whereby the Offeror 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, the Offeror 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. The Offeror has received irrevocable undertakings from the members of the Executive Management stating that they will tender any newly issued shares to the Offeror at the Offer Price in case the Board of Directors decides that such warrants should be settled in shares. The Offeror has subsequently entered into an agreement with the Company that entitles the Offeror 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, the Offeror therefore expects to request the Board of Directors to settle the warrants in shares with the effect that the Offeror 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 the Offeror) 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 the Offeror’s decision to reduce the 90% condition above, the Offeror 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 the Offeror 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.

Extension of the Offer Period

As a consequence of the amendment of the condition and in accordance with the Danish Takeover Order the Offer Period will be extended, whereby the Offer is valid as of 19 April 2016 and expires on 22 June 2016 at 23:59 (CET).

Acceptance of the Offer must be received by Danske Bank A/S, who acts as the Offeror's representative through the Exiqon Shareholders' own custodian banks prior to expiry of the Offer Period.

The extension of the Offer Period means that Clause 5.1 of the Offer Document has been changed to the following:

" The Offer is valid as of 19 April 2016 and expires on 22 June 2016 at 23:59 (CET) or on expiry of an extension of the Offer Period as set out below. Acceptance of the Offer must be received by Danske Bank A/S before expiry of the Offer Period ."

In addition, and as a consequence of the extension of the Offer Period, the table included in section 1.2 of the Offer Document has been updated and accordingly the following dates should be noted in relation to the Offer:

29 March 2016 The Offeror's announcement concerning its decision to submit the Offer 19 April 2016 Submission of the Offer 19 April 2016 Release of the Board of Directors' recommendation to the Exiqon Shareholders 19 May 2016 Release of the Offeror’s first supplement to the Offer 3 June 2016 Release of the Offeror’s second supplement to the Offer 8 June 2016 Release of this Supplement to Offer 22 June 2016 Expected date of expiry of the Offer Period 23 June 2016 Expected date of announcement of the result of the Offer 28 June 2016 Expected Completion (including settlement) of the Offer based on the Offer Period expiring on 22 June 2016

Reference is being made to the information about the Offer Period and any extensions thereof as described in the Offer Document and this Supplement.

All other terms and conditions of the Offer are unchanged.

This Supplement should be read in conjunction with the Offer Document.

Unless the Offer Period is further extended, the Offeror will announce the preliminary result of the Offer through the Danish FSA, NASDAQ Copenhagen and through electronic media no later than eighteen 18 hours after expiry of the Offer Period, i.e. on Thursday 23 June 2016. The Offeror 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.

Shareholders in the Company who have already submitted an acceptance form do not need to take any action. Shareholders who have not submitted an acceptance form and wish to accept the Offer should follow the instructions set out in section 5.5 of the Offer Document.

The Netherlands, 8 June 2016

Mr. Peer Michael Schatz, Chief Executive Officer of QIAGEN N.V.

IMPORTANT MESSAGES

No persons are authorised to disclose any information on behalf of the Offeror which is not contained in this Supplement.

If given or made, such information or representation cannot be relied on as having been authorised by the Offeror.

The Offer is not directed at shareholders whose participation in the Offer would require the issuance of an offer document, registration or activities other than what is required under Danish law. The Offer is not made, directly or indirectly, to shareholders resident in any jurisdiction in which the submission of the Offer or acceptance thereof would contravene the laws of such jurisdiction, and the Offer Document and this Supplement may not be distributed to Exiqon Shareholders resident in any such jurisdiction. Any Person acquiring possession of the Offer Document and this Supplement is assumed to obtain on his or her own accord any necessary information on any applicable restrictions and to comply with such restrictions.

This Supplement has been prepared in Danish and translated into English. In case of inconsistencies between the two versions, the Danish text shall prevail.

This Supplement may contain statements relating to future matters or events, including statements on future results, growth or other forecasts on developments and benefits in connection with the Offer. Such statements may generally, but not always, be identified by the use of words such as “anticipates”, “assumes”, “expects”, “plans”, “will”, “intends”, “projects”, “estimates” or similar expressions.

By their nature, forward-looking statements involve risks and uncertainty as they relate to events and depend on circumstances occurring in the future. There can be no assurance that actual results will not differ, possibly materially, from those expressed or implied by such forward-looking statements due to many factors, many of which are outside of the control of the Offeror or the Company, including the effect of changes in general economic conditions, the level of interest rates, fluctuation in the demand for Offeror’s or the Company's products, competition, technological developments, employee relations, regulation, exchange rates and the potential need for increased capital expenditures (including those resulting from increased demand, new business opportunities and development of new technologies).