On December 10, 2020 QIAGEN N.V. (NYSE: QGEN; Frankfurt Prime Standard: QIA) ("QIAGEN") reported certain terms of the new senior, unsecured net share settled convertible bonds, which may be converted, in part, into ordinary shares of QIAGEN ("Shares"), due 2027 (the "New Bonds") and results of the invitation to sell the outstanding 0.875% convertible notes due 2021 (ISIN: XS1046477581; the "2021 Notes") (Press release, Qiagen, DEC 10, 2020, View Source [SID1234572985]).
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The New Bonds Offering
The size of the offering has been increased to $500 million aggregate principal amount. The New Bonds will be issued at 100% of their principal amount, will bear no interest and, unless previously converted, redeemed or repurchased and cancelled, will be redeemed at par value. The initial conversion price will be set at a 55% premium over the reference share price. The reference share price will be equal to the arithmetic average of the daily volume weighted average prices of the Shares on the 2 consecutive trading days commencing on December 10, 2020 on the New York Stock Exchange.
The final terms of the New Bonds will be announced following the determination of the reference share price, expected to occur post close of trading on the New York Stock Exchange on December 11, 2020.
Under the terms of the New Bonds offering, QIAGEN will agree not to sell any securities that are substantially similar to the New Bonds or its Shares for a lock-up period ending 90 days following the settlement date, subject to certain exceptions and waiver by BofA Securities, Deutsche Bank Aktiengesellschaft and Goldman Sachs International as Joint Global Coordinators.
The Invitation to Sell the 2021 Notes
As at the close of the bookbuilding process, QIAGEN announces it has agreed to purchase $172.4 million in aggregate principal amount of the outstanding 2021 Notes.
Following the completion of the repurchase, an aggregate principal amount of $4.8 million will remain outstanding.
In respect of 2021 Notes accepted for purchase, QIAGEN will pay a purchase price per 2021 Note equal to the arithmetic average of each of the daily volume weighted average prices of the Shares on the New York Stock Exchange, multiplied by the prevailing conversion ratio applicable on each such day, on the 2 consecutive trading days commencing on December 10, 2020.