Filed by: QIAGEN N.V.
Pursuant to Rule 425 under the Securities Act of 1933
and deemed filed pursuant to Rule 14d-2 under the
Securities Exchange Act of 1934
Subject Company: Digene Corporation
Exchange Act File No. 000-28194
June 4, 2007, 8:30am EST, 13:30 GMT, 14:30 CET
QIAGEN and DIGENE Announce Merger A New Market and Technology Leader in Molecular Diagnostics
Conference Call Outline:
1. 30 min Presentation Peer M. Schatz, CEO, QIAGEN Roland Sackers, CFO, QIAGEN Daryl J. Faulkner, CEO, DIGENE
Joe P. Slattery, CFO, DIGENE Dr. Solveigh Mähler, Director IR, QIAGEN Albert Fleury, IR, DIGENE
2. 30 min Q&A session Due to time restrictions we would like to ask for a maximum of TWO questions per caller.
QIAGEN / DIGENE Investor Call—June 4, 2007
Sample & Assay Technologies
- 1 -
Joint Safe Harbor
Remarks that we make during this call about future expectations, plans and prospects may include forward-looking statements. There are risks and uncertainties that could cause actual results or outcomes to differ materially from those contemplated by the forward-looking statements, as a result of various important factors, including those that are discussed in QIAGEN’s and DIGENE’s most recent filings with the SEC, and the risks related to the transaction itself. Please refer to those filings, which are publicly available on the SEC’s website, for a full description of those factors. In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we use the non-GAAP financial measures “adjusted EPS,” “adjusted operating income,” “adjusted net income,” “adjusted operating margin” and “EBITDA”. None of these financial measures is a measure of operating performance under GAAP. We believe that the use of these non-GAAP measures helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts our performance, especially when comparing such results to previous periods or forecasts. When analyzing our operating performance, investors should not consider these non-GAAP measures as a substitute for diluted EPS, income from operations, net income, or operating margin prepared in accordance with GAAP.
In the attached presentation, QIAGEN will use the term molecular diagnostics. The use of this term in reference to certain countries, such as the United States, is limited to products subject to regulatory framework. Current QIAGEN molecular diagnostics products are 34 EU CE IVD assays, six EU CE IVD sample preparation products, one 510k PAX RNA product, nine China SFDA IVD assays and 98 general purpose reagents
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
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Transaction Overview
Purchase Price: US$ 61.25 per share, a 37% premium to prior close
Purchase Consideration: DIGENE shareholders may elect to receive for each DIGENE share either US$ 61.25 per share in cash or 3.545 QIAGEN shares, subject to pro ration (55%/45% cash/stock)
Pro forma Ownership: QIAGEN: 78%; DIGENE: 22%
. Transaction Structure: Exchange offer, followed by a merger – cash stock election in both transactions
. Management: Peer Schatz, QIAGEN CEO Roland Sackers, QIAGEN CFO
. Customary Approvals: Tender of majority of DIGENE shares, QIAGEN shareholder approval and customary regulatory approvals
. Financing: Stock, surplus cash, committed financing
. Timing of Closing: Expected August/September 2007
Creating Value for DIGENE and QIAGEN Shareholders
- 3 -
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
Revenues
Operating income
US$ millions
550 500 450 400 350 300 250 200 150 100 50 0
Operating income
2003 2004 2005 2006 2007E 160 140 120 100
Revenues CAGR 2003-2006 32%
US$ millions
DIGENE figures converted to calendar year (CY)
QIAGEN and DIGENE at a Glance
World’s leading provider of Sample & Assay Technologies
Founded: 1984
Headquarters: Hilden, Germany Germantown, MD
Venlo, NL
Employees: 1,990
Rev 2006 (US$ m) 466
Listings: NASDAQ: QGEN Frankfurt: QIA
Market leader in HPV MDx testing, only FDA approved test
Founded: 1987
Headquarters: Gaithersburg, MD
Employees: 570
Rev 2006 (US$ m) 178
Listing: NASDAQ: DIGE
- 4 -
Overview of DIGENE Corporation
Leader in key segment of MDx: HPV testing
The DIGENE® HPV Test portfolio is the only FDA-approved test portfolio for the human papillomavirus (HPV)
Exclusive IP positions on key high-risk types
Regulatory leadership
Focus on women’s health
Portfolio includes molecular diagnostic products for
HPV (a run-rate of over 10 million tests)
Chlamydia and gonorrhea
Blood viruses such as hepatitis B and CMV
Proprietary Hybrid Capture® technology for molecular testing in virtually any laboratory setting
Headquartered in Gaithersburg, Maryland
Leader in Molecular Diagnostics
in Critical Area of Women’s Health
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
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QIAGEN and DIGENE A Decade-Long Partnership in Molecular Diagnostics
10+ year partnership between QIAGEN and DIGENE
DIGENE products integrate QIAGEN sample and assay technologies
Example: Rapid Capture® system
Core platform of DIGENE
FDA-listed instrument
Co-developed and manufactured by QIAGEN
DIGENE sole marketer
Over 100 instruments now placed
Next generation platform development programs
Partnership – Similar cultures – Focus - Excellence
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
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The Combination Accelerates DIGENE’s Commercialization and Development Goals
Highly attractive consideration for DIGENE shareholders
Significant premium and value delivered today
Significant combined upside potential
QIAGEN’s unparalleled sample and assay technology breadth creates opportunities for future
Adds key assay technologies such as multiplexing (QIAplex), PCR, isothermal technologies
Adds key sample technologies such as DNA processing from cervical swabs
QIAGEN’s broad assay portfolio offers new value for DIGENE’s customers and
Next generation platform programs
QIAGEN’s global sales strength accelerates DIGENE’s rapid international rollout
DIGENE can utilize QIAGEN’s operations and infrastructure for next phase of growth
QIAGEN’s Breadth and Platforms + DIGENE’s Content
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
- 7 -
The Combination Accelerates QIAGEN’s Molecular Strategy
DIGENE’s highly focused strategy in MDx is a exceptional fit with QIAGEN
QIAGEN’s strategy: leadership in “Sample & Assay Technologies” – in research, pharma, applied testing and MDx
Same target customers in MDx
Superb brands and reputations
HPV testing is the fastest growing segment in MDx
Over $1 billion market potential
DIGENE’s strong IP positions in HPV – over 100 subtypes; approximately 13 are high-risk
HPV bridges QIAGEN’s virology leadership into emerging, fast growing oncology molecular diagnostics segment
Unique regulatory position – only FDA-approved test for HPV
Great fit with QIAGEN’s emerging assay pipeline and platforms
Enhanced growth profile and combined profitability leads to strong value creation
QIAGEN’s Breadth and Platforms + DIGENE’s Content
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
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The Combination Creates Real Value
VALUE
Market and technology leadership in molecular diagnostics*
Over $350 million of molecular diagnostics revenue
Targeting > $800 million in total revenues in 2008
Unique technology and product portfolio
Leading in breadth and depth in molecular testing
Leader in HPV segment; >$1 billion market potential
Industry leading sales channel to realize technology potential
Over 300 professionals in MDx sales
Over 1,000 sales professionals overall
Excellent foundation for future expansion and growth
Truly global sales and marketing presence
Leading technologies and R&D
Expanded options for future growth opportunities
World-class capabilities and organization to ensure success
Compelling financial profile and value creation opportunity
Enhanced growth profile
Increased combined profitability
QIAGEN’s Breadth and Platforms + DIGENE’s Content
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
* Ex blood banks and viral load
- 9 -
Highly Synergistic Capabilities and Assets
QIAGEN DIGENE
| Run-rate Sales as of Q1 '07 |
512 |
210 | ||
| Sales in MDx |
||||
| 154 |
210 | |||
| (approximately) |
||||
| Sales strength |
Global |
North America | ||
| Sales force in MDx |
||||
| 150 |
170 | |||
| (approximately) |
||||
| Clinical Laboratories, | ||||
| Sales force target in MDx |
Clinical Laboratories |
|||
| Physicians | ||||
| Broad: 120 tests - virology, |
||||
| Assay portolio |
microbiology, genetic, |
HPV | ||
| pharmacogenetic |
||||
| Strong - sample and assay |
||||
| Technology portfolio |
HC2 | |||
| technologies |
||||
| US, Germany, Switzerland, |
||||
| Operations |
US | |||
| China |
||||
| International Subsidiaries |
29 |
7 | ||
| Employees |
1990 |
570 |
Highly Synergistic Capabilities and Assets
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
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Combined Revenue Distribution – Highly Complementary Based on Q1 2007
| All figures are estimates + | ||||||||||
| By Product Groups |
||||||||||
| Consumables |
||||||||||
| Consumables |
Consumables |
|||||||||
| 89% |
||||||||||
| 92% |
90% |
|||||||||
| Instruments |
Instruments |
|||||||||
| Instruments |
||||||||||
| 8% |
10% |
|||||||||
| 10% |
||||||||||
| By Customer Groups AT |
||||||||||
| AT | ||||||||||
| MDx |
11% |
|||||||||
| MDx |
8% | |||||||||
| 27% |
Research |
|||||||||
| MDx |
48% |
|||||||||
| 20% |
Research | |||||||||
| 100% |
||||||||||
| Pharma |
27% | |||||||||
| 24% |
Pharma |
|||||||||
| Biomedical |
17% |
|||||||||
| 18% |
||||||||||
| RoW |
Asia |
|||||||||
| Asia |
EU |
|||||||||
| By Geographic Regions |
12% |
9% |
||||||||
| 13% |
||||||||||
| North |
North | |||||||||
| EU |
||||||||||
| Europe |
America |
North |
America | |||||||
| 36% |
||||||||||
| 46% |
39% |
America |
52% | |||||||
| 85% |
||||||||||
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
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A Critical Disease Target: Humanpapilloma Virus (HPV)
Cervical cancer is the #2 cancer for women worldwide
WW over 470K cases/year causing more than 230K deaths
In the US almost 10K cases/year, almost 4K deaths
One woman dies every two minutes from cervical cancer
HPV is the proven cause of cervical cancer
The DIGENE HPV Test is the emerging “standard of care” for cervical cancer screening
Extensive and expanding clinical data
Medical community support – recognized in major clinical guidelines
Well established reimbursement
Strong partnerships with major reference labs
Pool of “eligible” candidates for the DIGENE HPV Test is large and broadly untapped
Prevalence of HPV in Cervical Cancers Worldwide 99.7%
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
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DIGENE HPV Test is Playing a Key Role in Women’s Health
Cervical cancer is more prevalent in women age >30
1/3 of cervical cancers in woman with a normal Pap
Clinical practice guidelines now recommend combined screening (HPV+Pap for women >30 yrs)
The DIGENE HPV Test
Clinical results published on > 200,000 women
First FDA-approval received in 1999
ACOG Guidelines cites studies showing
HPV testing sensitivity up to 100% for CIN 2/3 and cancer (cervical intra-epithelial neoplasia)
Cites studies showing liquid-based cytology may miss 15-35% of CIN 2/3 and cancer
Combined HPV testing with cervical cytology has a negative predictive value for CIN 2/3 of 99-100%
HPV Screening Can Best Fight Cervical Cancer
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
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Significant Untapped Potential for HPV Testing
| U.S. |
|||
| Current tests: |
~8.4M |
| |
| Penetration rate: |
~22 |
% | |
| Europe |
|||
| Current tests: |
~2.0M |
| |
| Penetration rate: |
~6 |
% | |
| Asia/Latin America: |
|||
| Current tests: |
0.9M |
| |
| Penetration rate: |
~3 |
% |
Increasing adoption into medical guidelines
Vaccine campaigns to promote awareness of HPV and cervical cancer
New genotyping tests will expand market to include HPV positive patients
Increased spending on global DTC (direct-to-consumer) is increasing awareness
Significant untapped potential in developing world
Europe ~ $350 million
Asia/Latin America ~ $280
million U.S.
~ $490 million
Total: >$1.0 billion
Substantial Growth Potential - Increasing Awareness
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
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Vaccines are a Compelling Growth Driver for HPV Testing
Significant marketing budgets advocating importance
Target age groups
Target vaccination age: 11-12 years
Approved vaccination age: 9 to 26 years
Target testing age: >30 years
It would take >20 years to phase in
Vaccinations
Limited to 2 “high risk” HPV types (70% of cancers)
DIGENE HPV Test tests for 13 types
Experience
Vaccine efficacy drops significantly for those already exposed to HPV
Duration of effectiveness of vaccine uncertain
Possibility of genotype replacement is unknown
Vaccines Are a Compelling Growth Driver for HPV Testing
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
- 15 -
Tangible Opportunities for Future Growth Synergies
Exciting near-term product synergies:
Multiplexing technologies for future genotyping application
Sample preparation
Next-generation assay technologies
Assay breadth in woman’s health
Exciting other synergies include:
QIAGEN is key supplier to vaccine developers
Manufacturing capacity
Channel lends itself to many future assay opportunities
FastHPV platform in developing countries, QIAGEN has channel
Next generation instrumentation
And many more to come…
Significant Growth Synergies
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
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QIAGEN and DIGENE - Direct Neighbors Germantown and Gaithersburg MD
Companies are 5 minutes apart (2.8 miles)
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
- 17 -
World-Class Capabilities and Organization to Ensure Success
Great management breadth and depth
Strong leaders from both companies
Leading expertise in molecular diagnostics and life sciences
Strong foundation for collaboration built upon 10+ year partnership
Similar cultures and strong working relationship
Strong synergies – growth allows retention of talent base
Integration plan well-developed
12 month process, clear timelines
Mirrored teams
Being neighbors a big advantage
Maryland: U.S. Headquarters
QIAGEN has proven track record in successful integrations – 12 companies in last 3 years
Significant Growth Potential - Increasing Awareness
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
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A New Leader in Molecular Diagnostics
Consistent with strategies of both companies
QIAGEN: leadership in sample and assay technologies – in research, pharma, applied testing and MDx
DIGENE: a leader in HPV; poised for next wave of growth
Creating a new leader in MDx with broad synergies
Technology
Content
Channel / Infrastructure
Management
Transaction provides
Significant premium to DIGENE shareholders
Participation in value creation post merger
Attractive earnings profile for QIAGEN
Combined entity with financial strength and flexibility
Excellent basis for future growth
Most exciting areas in MDx – links into oncology
Infrastructure can enhance future opportunities
Creating Value with our Strategy
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
- 19 -
Financial Rationale
Enhancing revenue and EPS growth
Revenue synergy opportunities
Cost synergy opportunities
Accretive to adjusted EPS in the first year after closing
Significantly accretive to 2009 EPS and EPS growth thereafter
Strong cash flow generation
Revenue Enhancing - Accretive – Cash Flow Generating
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
- 20 -
QIAGEN + DIGENE Revenue Growth 2003 – 2007E
US$ millions
CAGR Q 2003-2006 = 15%
CAGR D 2003-2006 = 32%
CAGR Total 2003-2006 = 19%
DIGENE
QIAGEN
QIAGEN revenues excluding the synthetic DNA business unit, sold in Q2 2004
DIGENE revenues converted to calendar year (CY)
QIAGEN – Continuous Double Digit Revenue Growth Rates
QIAGEN / DIGENE Investor Call, June 4, 2007
- 21 -
Sample & Assay Technologies
QIAGEN + DIGENE Operating Income 2003 – 2007E1
US$ millions
CAGR Q 2003-2006 = 17%
CAGR D 2003-2006 = 235%
CAGR Total 2003-2006 = 25%
DIGENE
QIAGEN
1. Operating income excludes acquisition, integration and relocation related charges, as well as amortization of acquired IP and equity-based compensation (SFAS 123R)
DIGENE net income converted to CY
QIAGEN – Operating Income Strongly Benefits from Synergies
QIAGEN / DIGENE Investor Call, June 4, 2007
- 22 -
Sample & Assay Technologies
QIAGEN + DIGENE Net Income 2003 – 2007E1
US$ millions
DIGENE
QIAGEN
CAGR Q 2003-2006 = 22%
CAGR D 2003-2006 = 157%
CAGR Total 2003-2006 = 31%
1. Net income excludes acquisition, integration and relocation related charges as well as amortization of acquired IP and equity-based compensation (SFAS 123R) DIGENE net income converted to CY
QIAGEN – Accelerating Earnings Development
QIAGEN / DIGENE Investor Call, June 4, 2007
- 23 -
Sample & Assay Technologies
Synergy Opportunities – Near and Long Term
Cost synergies – Near and long term
Savings of US$35 million to US$45 million in 2008
Sustainable reduction of cost of goods sold
Eliminated redundant expenses, public company costs
Augmented R&D capabilities to drive product development
Expanded applicability of QIAGEN’s instrument platforms
Further synergies to be determined through integration plan
Revenue synergies – Near and long term
Geographic sales synergies, effect of increased direct presence
Product synergies to enhance higher organic growth
QIAGEN sales force and customer relationships are key
QIAGEN track record of successful acquisitions and integrations
Integration project team in place. Led by:
Douglas Liu, QIAGEN VP Global Operations
Thomas Schweins, QIAGEN VP Corporate Strategy & Marketing
Joe Slattery, DIGENE CFO
Doug White, DIGENE SVP Commercial Operations
QIAGEN / DIGENE Investor Call, June 4, 2007
- 24 -
Sample & Assay Technologies
Contribution to Fiscal Year 2007
Q3 2007
Assumes current consensus estimates for DIGENE
Revenue and EPS allocation dependent on final closing date
Expected adj. EPS1 for the third quarter approx. US$ (0.01) – (0.02)
| Q4 2007 |
||
| Net sales, US$ m2 |
58 - 60 | |
| Adj. EPS, US$1 |
(0.03) – (0.04) |
1. Adjusted EPS excludes acquisition, integration and relocation related charges as well as amortization of acquired IP and equity-based compensation (SFAS 123R)
2. Based upon existing consensus estimates for DIGENE
QIAGEN / DIGENE Investor Call, June 4, 2007
- 25 -
Sample & Assay Technologies
Contribution and Accretion to Fiscal Year 2008
All figures reflect calendar year estimates
| Net sales, US$ m |
FY 2008 | |
| Synergy revenues |
260 - 270 | |
| Instrument and other product sales to DIGENE |
+ | |
| Net sales, US$ m |
- | |
| Adj. Operating margin1 |
260 - 270 | |
| Adj. EPS, US$1 |
28% - 30% | |
| 0.02 – 0.04 |
1. Adjusted operating margin and EPS excludes acquisition, integration and relocation related charges as well as amortization of acquired IP and equity-based compensation (SFAS 123R)
Significantly Accretive to 2009 EPS and Future EPS Growth
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
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Combined Financial Strength
Strong balance sheet
Equity ratio: > 45 %
Strong cash flow generation
Cash flow in 2008: > US$100 million
EBITDA 2008: > US$250 million
Mid term outlook / strong margin improvement Organic Revenue growth: > 15% Adj. EPS1 growth: > 20% Gross Margin: > 70% Operating Margin: > 30%
1. Adjusted EPS excludes acquisition, integration and relocation related charges as well as amortization of acquired IP and equity-based compensation (SFAS 123R)
QIAGEN / DIGENE Investor Call, June 4, 2007
- 27 -
Sample & Assay Technologies
Roadmap to Completion
Commence exchange offer for both cash and stock in June
Queen shareholder vote in early July
HSR approval
Complete Tender Offer
Transaction close expected August/September 2007
QIAGEN / DIGENE Investor Call, June 4, 2007
- 28 -
Sample & Assay Technologies
Transaction Highlights
Creation of a market and technology leader in MDx*
QIAGEN’s breadth in sample and assay technologies meets DIGENE’s leadership in a key segment of MDx
Unique technology, content and product portfolio
Comprehensive sales and marketing channel to realize technology potential
Excellent foundation for expansion and growth
World-class capabilities and organization to ensure success
Substantial growth opportunities through
- Expansion: geographical and new customer groups
- New products/applications (oncology testing)
Significant product and cost synergies
Smooth integration expected due to long partnership
Accretive to adj. EPS in 2008 and significantly accretive to EPS and EPS growth thereafter
Combination Creates Value
QIAGEN / DIGENE Investor Call, June 4, 2007
Sample & Assay Technologies
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Questions and Answers
QIAGEN / DIGENE Investor Call - June 4, 2007
Sample & Assay Technologies
- 30 -
Disclaimer Regarding Forward-Looking Statements
Information set forth in this communication contains forward-looking statements, which involve a number of risks and uncertainties. Such forward-looking statements include, but are not limited to, statements about the anticipated benefits of QIAGEN’s products, the timing of the completion of the transaction between QIAGEN and Digene, the anticipated benefits of the business combination transaction involving QIAGEN and Digene, including future financial and operating results, the expected financing for the transaction, the combined company’s plans, objectives, expectations and intentions and other statements that are not historical facts. QIAGEN and Digene caution readers that any forward-looking information is not a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. These include risks and uncertainties relating to: the ability to obtain regulatory approvals of the transaction on the proposed terms and schedule; the parties may be unable to complete the transaction because conditions to the closing of the transaction may not be satisfied; the risk that the businesses will not be integrated successfully; the transaction may involve unexpected costs or unexpected liabilities; the risk that the cost savings and any other synergies from the transaction may not be fully realized or may take longer to realize than expected; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; competition and its effect on pricing, spending, third-party relationships and revenues; the need to develop new products and adapt to significant technological change; implementation of strategies for improving internal growth; use and protection of intellectual property; realization of potential future savings from new productivity initiatives; general worldwide economic conditions and related uncertainties; future legislative, regulatory, or tax changes as well as other economic, business and/or competitive factors; and the effect of exchange rate fluctuations on international operations. In addition, the transaction will require the combined company to obtain significant financing. The combined company’s liquidity and results of operations could be materially adversely affected if such financing is not available on favorable terms.
Moreover, the substantial leverage resulting from such financing will subject the combined company’s business to additional risks and uncertainties. The risks included above are not exhaustive. The most recent reports on Form 20-F, Form 6-K and other periodic reports filed with or furnished to the Securities and Exchange Commission by QIAGEN and the most recent reports on Form 10-K, Form 10-Q, Form 8-K and other periodic reports filed by Digene with the Securities and Exchange Commission contain additional factors that could impact the combined company’s businesses and financial performance. The parties expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any such statements to reflect any change in the parties’ expectations or any change in events, conditions or circumstances on which any such statement is based.
Additional Information
QIAGEN is filing today a Current Report on Form 6-K that will include as exhibits the Agreement and Plan of Merger among QIAGEN, QIAGEN North American Holdings, Inc., QIAGEN’s merger subsidiary and Digene Corporation. QIAGEN intends to file a Registration Statement on Form F-4 and a Schedule TO, and Digene plans to file a Solicitation/Recommendation Statement on Schedule 14D-9, with the Securities and Exchange Commission in connection with the transaction. QIAGEN and Digene expect to mail a Prospectus, which is part of the Registration Statement on Form F-4, the Solicitation/Recommendation Statement on Schedule 14D-9 and related exchange offer materials, including a letter of election and transmittal, to shareholders of Digene upon commencement of
the exchange offer. These documents contain important information about the transaction and should be read before any decision is made with respect to the exchange offer. Investors and stockholders will be able to obtain free copies of these documents through the website maintained by the Securities and Exchange Commission at www.sec.gov. Free copies of these documents may also be obtained from QIAGEN, by directing a request to QIAGEN’s IR department at QIAGEN Strasse 1, 40724 Hilden, Germany, or from Digene, by directing a request to Digene at 1201 Clopper Road, Gaithersburg, MD, 20878.
In addition to the Registration Statement on Form F-4, Schedule TO, Prospectus, Solicitation/Recommendation Statement on Schedule 14D-9 and related exchange offer materials, both QIAGEN and Digene file or furnish annual, quarterly and special reports, proxy statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed or furnished by QIAGEN or Digene at the SEC’s Public Reference Room at Station Place, 100 F Street, N.E., Washington, D.C. 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the Public Reference Room. QIAGEN’s and Digene’s SEC filings are also available to the public at the SEC’s web site at http://www.sec.gov, or at their web sites at www.qiagen.com or www.digene.com.
Use of Non-GAAP Financial Measures
In addition to the financial measures prepared in accordance with generally accepted accounting principles (GAAP), we use the non-GAAP financial measures “adjusted EPS,” “adjusted operating income,” “adjusted net income,” “adjusted operating margin” and “EBITDA” (net earnings before interest, taxes, depreciation and amortization expense). None of these financial measures is a measure of operating performance under GAAP. We believe that the use of these non-GAAP measures helps investors to gain a better understanding of our core operating results and future prospects, consistent with how management measures and forecasts our performance, especially when comparing such results to previous periods or forecasts. When analyzing our operating performance, investors should not consider these non-GAAP measures as a substitute for diluted EPS, income form operations, net income, or operating margin prepared in accordance with GAAP.