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CALCULATION OF FILING FEES
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Transaction Valuation(1)
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Amount of Filing Fee(2)
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$10,050,234,793
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$1,304,521
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(1)
Calculated solely for purposes of determining the filing fee. The calculation of the transaction valuation assumes the purchase of ordinary shares, par value €0.01 per share (each, a “QIAGEN Share”), of QIAGEN N.V. (“QIAGEN”), at a purchase price of €39.00 per QIAGEN Share in cash, converted into a purchase price of $42.44 per QIAGEN Share using a rate of 1.0883 U.S. dollars per 1.00 Euro, the noon buying rate as of April 17, 2020 published by the Federal Reserve Bank of New York. The calculation of the transaction valuation is determined by adding the sum of (i) 230,829,309 issued QIAGEN Shares (including fractional QIAGEN Shares and QIAGEN Shares held by QIAGEN in treasury) multiplied by the offer consideration of $42.44 per QIAGEN Share, (ii) the net offer consideration in respect of 558,505 outstanding
stock options with an exercise price less than $42.44 per QIAGEN Share (which is calculated by multiplying the number of QIAGEN Shares underlying such outstanding stock options by an amount equal to $42.44 minus the weighted average exercise price for such stock options of $19.30 per QIAGEN Share), (iii) 475,880 QIAGEN Shares subject to issuance pursuant to restricted share units that are anticipated to vest at or prior to the completion of the transaction, multiplied by the offer consideration of $42.44 per QIAGEN Share, (iv) 2,380,059 QIAGEN Shares subject to issuance pursuant to performance share units that are anticipated to vest at or prior to the completion of the transaction, multiplied by the offer consideration of $42.44 per QIAGEN Share and (v) approximately 2,800,000 QIAGEN Shares subject to issuance upon settlement of outstanding warrants with an exercise price less than $42.44 per QIAGEN Share, multiplied by the offer consideration of $42.44 per share. The
foregoing share figures have been provided by the issuer to the offeror and are as of April 23, 2020.
(2)
The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2020, issued August 23, 2019, by multiplying the transaction value by 0.0001298.
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Check the box if any part of the fee is offset as provided by Rule 0-11(a) (2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid: $1,304,521
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Filing Party: Quebec B.V. and Thermo Fisher Scientific Inc.
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Form or Registration No.: Schedule TO
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Date Filed: April 28, 2020
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the statement relates:
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Third-party tender offer subject to Rule 14d-1.
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Issuer tender offer subject to Rule 13de-4.
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Going-private transactions subject to Rule 13e-3.
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Amendments to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)
