Report
Expert Corporate Governance Service (ECGS)
EUR 1000.00 For Business Accounts Only

Qiagen – AGM 30 June 2020

ECGS notes that as a result of the Covid-19 pandemic the AGM will be held as an
electronic meeting only. Consequently, it will not be possible to attend the AGM in
person.
Under ITEM 5 an advisory vote on the Company' executive remuneration report is
requested. ECGS has concerns over excessive payments at QIAGEN. Accordingly,
ECGS recommends to vote OPPOSE.
Under ITEM 9b it is proposed to re-appoint Mr. Håkan Björklund as Member of the
supervisory board. Although Mr. Björklund is considered independent, ECGS has
concerns over his aggregate time commitments. Mr. Björklund is serving as Chairman of
the board of directors of Acino AG, QIAGEN N.V. and Swedish Orphan Biovitrum AB (all
listed), which exceeds ECGS'uidelines. In view of concerns over aggregate time
commitments, ECGS recommends to vote OPPOSE.
Under ITEM 11 approval is sought of the Company's executive remuneration policy.
ECGS neither agrees with the proposed increase of the LTI in the event of
overachievement nor approves of the (discretionary) further performance share grants. In
addition, ECGS does not agree with the proposed maximum variable remuneration,
corresponding to 775% of annual base salary (175% ST and 600% LT). Accordingly,
ECGS recommends to vote OPPOSE.
Under ITEMS 12a and 12b approval is sought of the remuneration of the supervisory
board. ECGS notes that, contrary to provision 3.3.2 of the Dutch Corporate Governance
Code, members of the board of directors receive share-based compensation.
Accordingly, ECGS recommends to vote OPPOSE.
Under ITEM 14c the supervisory board seeks authorisation to issue additional shares in
connection with mergers, acquisitions and/or strategic alliances. In aggregate, the
authorities requested to issue shares are limited to 20% of the Company's share capital,
which exceeds' ECGS' guidelines. Consequently, ECGS recommends to vote OPPOSE.
Under ITEM 15 the supervisory board seeks authority to repurchase own common and
preference shares. Although ECGS agrees with the requested authorisation to
repurchase common shares, it does not approve of the authorisation to repurchase
preference shares. In ECGS' view the possible premium of three times the issuance price
is too generous. Accordingly, ECGS recommends to vote OPPOSE.
On March 3, 2020, Thermo Fisher Scientific Inc.  "Thermo Fisher´a US-based provider
of serving science and QIAGEN announced that their respective boards of directors, as
well as the executive board of QIAGEN, have unanimously approved Thermo Fisher's
proposal to acquire QIAGEN for EUR 39.00 per share in cash. Thermo Fisher will
commence a tender offer to acquire all of the ordinary shares of QIAGEN. The
transaction values QIAGEN at approximately USD 11.5 billion at current exchange rates,
which includes the assumption of approximately USD 1.4 billion of net debt.
With regard to the transaction, ECGS notes that the supervisory board has been involved
in discussions with at least 3 other (undisclosed) parties. ECGS is therefore convinced
that the transaction, given the current circumstances, is the highest possible outcome for
QIAGEN's shareholders. As already mentioned, the transaction values QIAGEN at USD
11.5 billion, which represents an enterprise value/adjusted EBITDA multiple of around
16.9x. ECGS furthermore has no (major) governance concerns. In view of the above,
ECGS agrees with the proposed transaction.
ITEMS 17-21 relate to the above transaction. Since ECGS notes that all enabling
resolutions are conditional upon closing of the transaction and it approves of said
transaction, ECGS recommends to vote FOR all resolutions enabling the transaction as
well.

Underlying
QIAGEN NV

Qiagen is provider of Sample to Insight solutions to transform biological materials into valuable molecular insights. Co.'s sample technologies process DNA, RNA and proteins from blood, tissue and other materials. Assay technologies make these biomolecules visible and ready for analysis. Bioinformatics software interprets data. Automation solutions unite these together in molecular testing workflows. Co. provides these workflows to four classes: Molecular Diagnostics (human healthcare), Applied Testing (forensics, veterinary testing and food safety), Pharma (pharmaceutical and biotechnology companies) and Academia (life sciences research). Co. markets its products in more than 130 countries.

Provider
Proxinvest
Proxinvest

Founded in 1995, Proxinvest is an independent proxy firm supporting the engagement and proxy analysis processes of investors. Proxinvest mission is to analyse corporate governance practices and resolutions proposed at general meetings of listed firms.

Proxinvest main services are :

  • ​Proxy reports
  • Definition and monitoring of client customized voting guidelines
  • Corporate Governance Data and Rating
  • Thematic research
  • Engagement support

Proxinvest has been a pioneer and champion of good corporate governance and has grown into a recognised expert in the field.

Proxinvest is independently-owned and only works for investors : Proxinvest does not provide consulting services to the companies it covers, mitigating related risks to its clients and ensuring the independence of our analysis. As a result Proxinvest is able to take a robust, independent, engaged and unconflicted view of the companies in which our clients invest.

As Managing Partner of Expert Corprate Governance Service Ltd (ECGS), Proxinvest has built a large network of corporate governance experts to support clients in corporate governance analysis worldwide. 

Analysts
Expert Corporate Governance Service (ECGS)

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