Qiagen N.v. · NYSE:QGEN
Qiagen — Shareholder Meeting (June 2020)
63 slides from Qiagen's shareholder meeting presentation, Jun 30, 2020
Slide 1: 2020 Annual General Meeting
2020 Annual General Meeting June 30, 2020 Venlo, Netherlands Sample to Insight
Slide 2: Opening
1 Opening Dr. Håkan Björklund Chairman of the Supervisory Board Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 2
Slide 3: Managing Board Report for the year ended December 31, 2019
2 Managing Board Report for the year ended December 31, 2019 (“Calendar year 2019”) Mr. Thierry Bernard Chief Executive Officer Mr. Roland Sackers Chief Financial Officer Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 3
Slide 4: Managing Board Report – Thierry Bernard
2020 Annual General Meeting Managing Board Report Thierry Bernard Chief Executive Officer Sample to Insight
Slide 5: Disclaimer
Disclaimer Safe Harbor Statement: This presentation contains both historical and forward-looking expected. For further information, please refer to “Risk Factors” section of reports that QIAGEN statements. All statements other than statements of historical fact are, or may be deemed to be has filed
Slide 6: Dynamic and innovative portfolio to unlock valuable molecular insights
Dynamic and innovative portfolio to unlock valuable molecular insights Sample Technologies Assay Technologies Life Sciences Academia: How can we achieve scientific breakthroughs faster? • Sample collection and stabilization • PCR and NGS kits containing • DNA/RNA/protein purification kits reagents a
Slide 7: Global presence with focus on the most attractive developed and emerging markets
Global presence with focus on the most attractive developed and emerging markets 2019 sales by geography Distribution Sollentuna partners ~32% Europe / Venlo Aarhus in over 60 Middle East / Manchester Wroclaw Toronto Stockach Hilden countries Africa Beverly Milan Seoul Paris Frederick Ankara Beijing
Slide 8: Strong portfolios create opportunities in scientific and clinical applications
Strong portfolios create opportunities in scientific and clinical applications 2019 sales by customer class ~32% Academia / Applied CRISPR Testing in research applications Precision Medicine pharma CDx partnerships and FDA approvals ~48% ~$1.5bn ~52% Microbiome Molecular Life in sample technologies
Slide 9: 2019: Delivering growth amid changes and developments
2019: Delivering growth amid changes and developments New orientation for clinical NGS strategy Freeing up resources to support future growth Review of strategic alternatives Leadership transition Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 9
Slide 10: 2019: Delivering on commitments for growth and value creation
2019: Delivering on commitments for growth and value creation Levers 2019 achievements • Illumina: Development of QIAGEN clinical NGS assays • DiaSorin: QFT-Lyme disease assay in development Partnerships • Tecan: Preanalytical processing of QuantiFERON-TB Gold Plus • Amgen: Development of KRAS compa
Slide 11: Executing platform launches: Setting the foundation for future growth
Executing platform launches: Setting the foundation for future growth 2018 2019 2020 2021 QFT DiaSorin EU Hamilton handling QFT Access Tecan handling QFT DiaSorin U.S. QIAstat-Dx EU QIAstat-Dx U.S. NeuMoDx EU NeuMoDx U.S. acquisition option period(1) QIAcube Connect QIAcuity dPCR (1) QIAGEN has righ
Slide 12: 2020: Digital PCR – Launching new technology to capture large market opportunity
2020: Digital PCR – Launching new technology to capture large market opportunity QIAcuity: Differentiated new scalable digital PCR platforms QIAGEN digital • On track for H2 2020 launch PCR technology • Cost-effective technology allows conversion of any lab to dPCR addressing • Pre-launch activities
Slide 13: QIAGEN products for COVID-19 testing and research
QIAGEN products for COVID-19 testing and research RNA extraction kits QIAstat-Dx for PCR testing platform Dedicated research syndromic testing and components solutions Widely used for viral RNA Launched updated respiratory NeuMoDx platform and Tools for research into research and testing test panel
Slide 14: COVID-19: QIAstat-Dx Respiratory SARS-CoV-2 Panel – CE-IVD and EUA
COVID-19: QIAstat-Dx Respiratory SARS-CoV-2 Panel – CE-IVD and EUA Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 14
Slide 15: COVID-19: Increasing production capacity for in-demand testing products
COVID-19: Increasing production capacity for in-demand testing products RNA viral extraction kit production (In monthly patient samples) ~20 million ~20 million Initial response plan Actual production ~10 million ~8.4 million ~3.4 million ~6.5 million ~1.4 million ~400,000 ~ 3.3 million ~1 million 2
Slide 16: COVID-19: Our employees are rising to the challenge
COVID-19: Our employees are rising to the challenge From production lines and home offices to customer visits worldwide Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 16
Slide 17: 2019-2020 YTD: QIAGEN share price development – Frankfurt Stock Exchange
2019-2020 YTD: QIAGEN share price development – Frankfurt Stock Exchange (euros) June 29, 2020: EUR 38.54 40% 30% 30% 20% 18% 10% 0% (10%) (20%) QIAGEN (Frankfurt) TecDax (30%) Jan Apr Jul Oct Jan Apr Jun Jan 2019 – June 29, 2020 Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 17
Slide 18: 2019-2020 YTD: QIAGEN share price development – NYSE
2019-2020 YTD: QIAGEN share price development – NYSE (U.S. dollars) June 29, 2020: $43.16 50% 40% 39% 30% 25% 20% 10% 0% (10%) (20%) QIAGEN (NYSE) NASDAQ Biotech Index (30%) Jan Apr Jul Oct Jan Apr Jun Jan 2019 – June 29, 2020 Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 18
Slide 19: 2020 ambitions: Addressing pandemic demands and preparing for strategic change
2020 ambitions: Addressing pandemic demands and preparing for strategic change Focusing on providing solutions to support COVID-19 testing and research Supporting customers across the continuum of Life Sciences to Molecular Diagnostics Executing on growth opportunities in a large and attractive mole
Slide 20: Managing Board Report – Roland Sackers
2020 Annual General Meeting Managing Board Report Roland Sackers Chief Financial Officer Sample to Insight
Slide 21: Disclaimer
Disclaimer Safe Harbor Statement: This presentation contains both historical and forward-looking expected. For further information, please refer to “Risk Factors” section of reports that QIAGEN statements. All statements other than statements of historical fact are, or may be deemed to be has filed
Slide 22: 2019: Overview (U.S. GAAP)
2019: Overview (U.S. GAAP) Net sales Adjusted EPS(1) 1 Full-year 2019 sales outlook achieved, adj. EPS exceeded (In $ millions, at actual rates) (In $ per share) • $1.53 billion net sales (+2% actual, +4% CER vs. ~4% CER outlook) +4% CER +9% CER • Net loss per share $0.18, adjusted EPS $1.43 ($1.46
Slide 23: 2019: Financial review (U.S. GAAP)
2019: Financial review (U.S. GAAP) (In $ millions, unless indicated) (Diluted EPS in $ per share) 2019 2018 Change Net sales(1) 1,526.4 1,501.8 2% / 4% CER Operating (loss) income (26.1) 266.6 NM Adjusted operating income 421.8 403.3 5% Net (loss) income (41.5) 190.4 NM Adjusted net income 332.8 311
Slide 24: 2019: Sales by product type, customer class and region
2019: Sales by product type, customer class and region 2019 net sales: $1.526 billion Sales % % CER % Sales by product type (In $ m) change change of sales Consumables and related revenues $1,354 3% 6% 89% Instruments $172 -8% -5% 11% Sales by customer class Molecular Diagnostics(1) $737 1% 4% 48% L
Slide 25: 2019: Reconciliation adjusted results (U.S. GAAP)
2019: Reconciliation adjusted results (U.S. GAAP) Operating Pretax Net Net Gross Income Tax Diluted In $ millions (Except EPS) (loss) (loss) (loss) sales profit tax rate EPS(1) (Unaudited) income income income Full-year 2019 Reported results 1,526.4 1,005.3 (26.1) (77.8) 36.3 47% (41.5) (0.18) Adjus
Slide 26: 2019: Review of U.S. GAAP and IFRS results
2019: Review of U.S. GAAP and IFRS results Consolidated Income Statements for the year ended December 31, 2019 In $ millions U.S. GAAP IFRS Difference (Except per share data) 2019 2019 (U.S. GAAP vs. IFRS) Net sales 1,526.4 1,526.4 Gross profit 1,005.3 997.6 7.7 Loss from operations -26.1 -49.5 23.4
Slide 27: 2019: Debt composition and maturity profile
2019: Debt composition and maturity profile Structure as of December 31, 2019 Maturities of debt instruments (In $ millions) 700 Cash and 634 short-term Cash and 27 short-term 600 investments Convertible investments 107 Bonds $759 million 500 469 2021 $609 m 2023 2024 400 400 336 300 300 39 NetNet d
Slide 28: 2019: Employees as of December 31, 2019
2019: Employees as of December 31, 2019 Europe / Asia Pacific / Total Total Americas Middle East / Africa Japan / ROW Q4 2019 Q4 2018 Change Production 252 777 135 1,164 1,067 9% R&D 188 718 47 953 1,056 -10% Sales 540 798 732 2,070 1,990 4% Marketing 69 161 79 309 308 0% Administration 83 366 151 6
Slide 29: Q1 and Q2 2020: Summary
Q1 and Q2 2020: Summary 1 Q1 2020 results Q1 net sales Q1 adjusted EPS(1) (In $ millions, at actual rates) (In $ per share) • Net sales of $372.1 million (+7% actual, +9% CER vs. ~+2-3% CER outlook) +26% CER • Diluted EPS $0.17; adj EPS $0.34 ($0.34 CER vs. ~$0.28-0.29 CER outlook) +9% CER $0.34 ($0
Slide 30: Sustained expansion of QIAGEN's portfolio and global reach
Sustained expansion of QIAGEN’s portfolio and global reach A history of strong growth in total sales and workforce Total sales(1) ($m) Number of employees 1,600 >500,000 customers 5,000 in the Life Sciences and 1,400 Molecular Diagnostics 1,200 1,300 4,000 1,000 Sales and marketing 3,000 800 subsidi
Slide 31: We are proud of what our QIAGENers worldwide have achieved
We are proud of what our QIAGENers worldwide have achieved Provider of innovative One of the most technologies that are trusted brands in fueling the genomics molecular revolution research and testing Broad portfolio of Sample Global collaborative to Insight solutions across community of QIAGEN the
Slide 32: Thank you to all of you who have made QIAGEN a success
Thank you to all of you who have made QIAGEN a success. Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 32
Slide 33: Supervisory Board Report on the Company's Annual Accounts
3 Supervisory Board Report on the Company’s Annual Accounts (the “Annual Accounts”) for Calendar Year 2019 Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 33
Slide 34: Adoption of the Annual Accounts for Calendar Year 2019
4 Adoption of the Annual Accounts for Calendar Year 2019 (voting item) Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 34
Slide 35: Advisory Vote on the Remuneration Report 2019
5 Advisory Vote on the Remuneration Report 2019 (advisory voting item) Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 35
Slide 36: Reservation and dividend policy
6 Reservation and dividend policy Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 36
Slide 37: Discharge from liability of the Managing Directors
7 Discharge from liability of the Managing Directors for the performance of their duties during Calendar Year 2019 (voting item) Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 37
Slide 38: Discharge from liability of the Supervisory Directors
8 Discharge from liability of the Supervisory Directors for the performance of their duties during Calendar Year 2019 (voting item) Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 38
Slide 39: Reappointment of the following seven Supervisory Directors
9 Reappointment of the following seven Supervisory Directors of the Company for a term ending at the close of the Annual General Meeting in 2021 (voting items): a. Mr. Stéphane Bancel b. Dr. Håkan Björklund c. Dr. Metin Colpan d. Prof. Dr. Ross L. Levine e. Prof. Dr. Elaine Mardis f. Mr. Lawrence A.
Slide 40: Supervisory Board
Supervisory Board Håkan Björklund Chairman Joined 2017 Stéphane Bancel Metin Colpan Ross Levine Joined 2013 Chair Joined 2016 Science Committee Joined 2004 Elaine Mardis Lawrence A. Rosen Elizabeth E. Tallett Joined 2014 Chair Chair Audit Committee Compensation Committee Joined 2013 Joined 2011 Samp
Slide 41: (Re)appointment of the following two Managing Directors
10 (Re)appointment of the following two Managing Directors of the Company for a term ending at the close of the Annual General Meeting in 2021 (voting items): a. Mr. Roland Sackers b. Mr. Thierry Bernard Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 41
Slide 42: Managing Directors
Managing Directors Thierry Bernard Roland Sackers Chief Executive Officer Chief Financial Officer Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 42
Slide 43: Adoption of the Remuneration Policy with respect to the Managing Board
11 Adoption of the Remuneration Policy with respect to the Managing Board (voting item) Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 43
Slide 44: Remuneration of the Supervisory Board
12 Remuneration of the Supervisory Board: a. Adoption of the Remuneration Policy with respect to the Supervisory Board (voting item) b. Determination of the remuneration of the members of the Supervisory Board (voting item) Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 44
Slide 45: Reappointment of KPMG Accountants N.V. as auditors
13 Reappointment of KPMG Accountants N.V. as auditors of the Company for the calendar year ending December 31, 2020 (voting item) Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 45
Slide 46: Authorization of the Supervisory Board
14 Authorization of the Supervisory Board, until December 30, 2021 to: a. Issue a number of ordinary shares and financing preference shares and grant rights to subscribe for such shares, the aggregate par value of which shall be equal to the aggregate par value of fifty percent (50%) of shares issue
Slide 47: Authorization of the Managing Board
15 Authorization of the Managing Board, until December 30, 2021, to acquire shares in the Company’s own share capital (voting item) Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 47
Slide 48: Explanation on the recommended Offer made by Thermo Fisher Scientific Inc.
16 Explanation on the recommended Offer made by Thermo Fisher Scientific Inc. through Quebec B.V. Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 48
Slide 49: Transaction highlights
Transaction highlights • Cash offer of EUR 39 per QIAGEN share (announced March 3, 2020) • Premium of approximately 23% to Frankfurt Stock Exchange closing share price on last trading day before announcement • QIAGEN valued at ~$11.5 billion, includes assumption of ~$1.4 billion of net debt (March 2
Slide 50: Chronology and key future dates
Chronology and key future dates 2019 October 7 QIAGEN decision to suspend NGS instrument development, announces new Ilumina partnership, restructuring charges and Peer Schatz stepping down as CEO Week of October 13 First parties, including Thermo Fisher, approach QIAGEN with conditional, non-binding
Slide 51: Industry-leading scale • Unparalleled commercial reach • Unique customer access
$25B 75,000 employees $1B invested in R&D revenue Industry-leading scale Unmatched depth of capabilities • Unparalleled commercial reach • Expanding global footprint • Leading innovative technologies • Premier productivity partner • Unique customer access • Deep applications expertise • Comprehensiv
Slide 52: Complementary offerings create significant customer benefits
Complementary offerings create significant customer benefits Customer and patient benefits • Allergy and autoimmunity • Increased access to a more • QuantiFERON-TB Gold Plus comprehensive specialty • Transplant diagnostics latent tuberculosis detection test diagnostics portfolio Clinical • Molecular
Slide 53: Transaction is beneficial for all stakeholders
Transaction is beneficial for all stakeholders Strong cultural fit and joint committment to sustainable development • Expands specialty diagnostics portfolio by • Leverages industry-leading global presence significantly enhancing our presence and commercial reach • Complements leading life sciences
Slide 54: Non-financial aspects
Non-financial aspects • The QIAGEN Boards believe transaction offers attractive career and development opportunities to QIAGEN staff • Thermo Fisher and QIAGEN have also agreed on certain non-financial intentions with respect to employees (1) • Existing employment and pension rights in place for at
Slide 55: QIAGEN's perspectives on the offer and COVID-19 impact
QIAGEN’s perspectives on the offer and COVID-19 impact • Boards considered, among other things, the adequacy of the offer price, strategic and business factors, stakeholder interests and other transaction considerations Careful evaluation of • Boards believe that the fairness opinions of Barclays an
Slide 56: Conditional amendment of the Company's articles of association
17 Conditional amendment of the Company's articles of association (Part I) Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 56
Slide 57: Conditional Back-End Resolution
18 Conditional Back-End Resolution to (voting item): i. Grant the Top Up Option ii. Exclude the pre-emptive rights otherwise arising pursuant to the grant of the Top Up Option iii. Amend the Company's articles of association (Part II) iv. Subject to the Merger Resolution having been adopted at the S
Slide 58: Conditional (re)appointment of the following seven Supervisory Directors
19 Conditional (re)appointment of the following seven Supervisory Directors of the Company with effect as from the Settlement (voting items) a. Dr. Håkan Björklund b. Mr. Michael A. Boxer c. Mr. Paul G. Parker d. Mr. Gianluca Pettiti e. Mr. Anthony H. Smith f. Ms. Barbara W. Wall g. Mr. Stefan Wolf
Slide 59: New Supervisory Board after transaction closing
New Supervisory Board after transaction closing Håkan Björklund Michael A. Boxer Paul G. Parker Gianluca Pettiti Independent Thermo Fisher Thermo Fisher Thermo Fisher Anthony H. Smith Barbara W. Wall Stefan Wolf Thermo Fisher Independent Thermo Fisher Sample to Insight QIAGEN | Annual General Meetin
Slide 60: Conditional acceptance of the resignation of Supervisory Directors
20 Conditional acceptance of the resignation of, and discharge from liability of the resigning Supervisory Directors for the performance of their duties up to the date of the Annual General Meeting (voting item) Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 60
Slide 61: Conditional amendment of the Company's articles of association (Part III)
21 Conditional amendment of the Company's articles of association (Part III) (voting item) Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 61
Slide 62: Questions
22 Questions Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 62
Slide 63: Closing
23 Closing Sample to Insight QIAGEN | Annual General Meeting | June 30, 2020 63