QIAGEN Acquires Ingenuity Systems, Adding Leading Solution for Analysis and Interpretation of Complex Biological Data

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Apr 29, 2013, 04:00 ET

HILDEN, Germany and REDWOOD CITY, California, April 29, 2013 /PRNewswire/ --

Ingenuity Systems is the global market leader in applications to quickly analyze and accurately interpret rapidly growing volumes of genomic data
Suite of web-based applications powered by a unique expert-curated Knowledge Base eases major bottlenecks to leveraging genomic data in research and clinical diagnostics
Adds leading biological interpretation resources to QIAGEN's ecosystem of sample-to-result molecular testing solutions using key technologies such as real-time PCR and next-generation sequencing (NGS)
Deepens insights into disease, augmenting successful GeneGlobe content offering

QIAGEN N.V. (NASDAQ: QGEN; Frankfurt Prime Standard: QIA) today announced the acquisition of Ingenuity Systems, Inc., the leading provider of software solutions to efficiently and accurately analyze and interpret the biological meaning of genomic data.

Ingenuity, a privately-held U.S. company based in California's Silicon Valley, has created the market leading expertly curated knowledge system of biomedical information and analysis solutions for the exploration, interpretation and analysis of complex biological systems.

New technologies such as next-generation sequencing (NGS) are now generating more data in a single year than was created in all prior history, making the analysis and interpretation of this extensive and very complex biological data a critical success factor.

The foundation of Ingenuity's product portfolio is the Ingenuity Knowledge Base, a 14-year effort to accurately, manually curate, model and computationally structure the vast amount of biomedical literature, including genomic variations implicated in human disease and thousands of disease models. The Ingenuity Knowledge Base and software applications enable users to accurately interpret the meaning of increasingly large amounts of biological data to better guide scientific experiments and medical treatment decisions.

"The interpretation of biological information is becoming a cornerstone of QIAGEN's ecosystem of Sample & Assay Technologies for molecular testing - both in life sciences research and in diagnostics. We are establishing a leading role in this field and intend to further expand the value proposition and scope of our offering," said Peer M. Schatz, Chief Executive Officer of QIAGEN N.V. "Ingenuity has created unparalleled leadership with its Knowledge Base and interpretation solutions to unlock the value of complex genomic and other biological information. Combining the highest-quality knowledge content with powerful search capabilities and easy-to-use interfaces, the Ingenuity suite provides customers with scientifically and clinically relevant insights into diseases. We are looking forward to expanding the seamless integration of leading biomedical information solutions into our full range of molecular testing solutions, thereby providing our customers a unique experience from sample to interpreted result and recommendations for next steps. Integration of Ingenuity's solutions into a powerful, full-range ecosystem of QIAGEN's molecular testing solutions, such as PCR and next-generation sequencing, promises to offer significant value to QIAGEN customers and shareholders."

"Today we can sequence an entire human genome in just a couple of days for less than a few thousand dollars, but the data analysis can take from months to years. The Ingenuity suite of products enables this rapid and accurate interpretation in a matter of minutes, and this is fundamentally impacting scientific research and the ability to diagnose and manage patient care," said Jake Leschly, President and CEO of Ingenuity Systems. "The Ingenuity mission from day one has been to accelerate scientific discovery and enhance clinical decision-making through a rich understanding of biological systems. As part of QIAGEN, we will offer our biological knowledge content and software in the context of a best-in-class ecosystem of molecular testing solutions and to a greatly expanded range of customers around the world."

Ingenuity's Knowledge Base is built on algorithms that pair all human gene variants with biological interpretations based on known outcomes and findings. These pairings are collected and reviewed by experts (curated) in a standardized way from a wide range of sources including clinical and scientific publications with the support of advanced technology and refined processes. This process and the associated learning algorithms translate sourced data into interoperable and linkable collections of relevant information. The leadership of Ingenuity's products grows out of a long-standing commitment to ensure the highest standards, particularly in the use of expert teams, supported by the most advanced technology.

Ingenuity product offerings include:

Ingenuity^® Pathways Analysis^[^TM^](IPA)is the industry gold standard web-based software application that enables researchers to model, analyze and understand the complex biological systems at the core of life sciences research. IPA is deployed in most major pharmaceutical companies and hundreds of biotechnology companies and academic institutions globally. It supports data analysis and interpretation from all high-throughput analysis platforms and is used in virtually all areas of drug discovery and development from target identification and validation to biomarkers, predictive toxicology and pharmacogenomics. IPA has been cited in thousands of peer-reviewed journal articles.
Ingenuity^®Variant Analysis^[^TM^]is a web-based NGS data analysis application that answers a critical need for researchers trying to rapidly identify relevant causal variants in human diseases in a matter of hours. It enables customers to rapidly identify and prioritize variants by drilling down to a small, targeted subset of compelling variants based upon published biological evidence and their own knowledge of disease biology. Customers can also interrogate variants from multiple biological perspectives, explore different biological hypotheses and identify the most promising variants for follow-up analysis. Thousands of users from leading institutions around the world have already uploaded genomic data using Ingenuity Variant Analysis, which has been used to analyze more than 45,000 biological samples so far. Ingenuity is fully committed to meeting the highest standards for its Data Center operations and Ingenuity Variant Analysis, and announced in February 2013 that it had passed an audit under the U.S. Health Insurance Portability and Accountability Act (HIPAA) and is compliant with the U.S.-EU Safe Harbor framework.
Ingenuity^®iReport™ is an interactive web-based report optimized for gene expression experiments from RNA-Seq, microarray and real-time PCR platforms. It provides fast and accurate biological and statistical analysis of a customer's biological data.

Ingenuity is also developing a new product to enable broader adoption of NGS in molecular diagnostics by offering an optimized and scalable solution for interpreting and scoring clinical variants identified by sequencing-based molecular diagnostic tests. The company has been actively forming relationships with reference laboratories to bring the power of this technology to these customers, including through cloud-based applications.

Ingenuity will significantly expand and strengthen QIAGEN's own curated database, which is commercialized embedded in wet lab assays sold through QIAGEN's highly successful GeneGlobe content portal. GeneGlobe offers hundreds of assay panels for PCR and NGS as well as more than 60,000 fully annotated molecular assays for the most sought-after diseases and pathways, curated from the biomedical literature.

Ingenuity's solutions are used by tens of thousands of researchers and clinicians at hundreds of leading pharmaceutical, biotechnology, academic, diagnostic and clinical institutions worldwide. Many members of Ingenuity's senior management team, including Mr. Leschly, will continue with QIAGEN, and the offices will remain in Redwood City, California. Ingenuity Systems was selected as a 2013 Technology Pioneer by the World Economic Forum For more information on Ingenuity's technology platform and products, go to http://www.ingenuity.com/.

Transaction summary

QIAGEN has acquired Ingenuity Systems, Inc., a privately-held U.S. company, for $105 million in cash (subject to customary purchase price adjustments). The acquisition of Ingenuity, which had 2012 net sales of approximately $20 million, was effective April 29, 2013, and funded from existing cash reserves. In 2013, QIAGEN expects to report adjusted net sales (1) (non-GAAP basis) of approximately $15 million from Ingenuity, which excludes fair value adjustments to acquired deferred revenue related to sales contracts executed by Ingenuity prior to the acquisition. The transaction is expected to be dilutive to full-year 2013 adjusted diluted EPS by approximately $0.03 per share and to 2014 adjusted diluted EPS by approximately $0.02 per share, and become accretive in 2015.

(1) Adjusted net sales is a non-GAAP measure that includes revenue contributions of Ingenuity following the acquisition completed on April 29, 2013. Due to purchase accounting rules, reported net sales will be reduced by fair value adjustments to deferred revenue related to sales contracts executed by Ingenuity prior to the acquisition.

About QIAGEN

QIAGEN N.V., a Netherlands holding company, is the leading global provider of Sample & Assay Technologies that are used to transform biological materials into valuable molecular information. Sample technologies are used to isolate and process DNA, RNA and proteins from biological samples such as blood or tissue. Assay technologies are then used to make these isolated biomolecules visible and ready for interpretation. QIAGEN markets more than 500 products around the world, selling both consumable kits and automation systems to customers through four customer classes: Molecular Diagnostics (human healthcare), Applied Testing (forensics, veterinary testing and food safety), Pharma (pharmaceutical and biotechnology companies) and Academia (life sciences research). As of March 31, 2013, QIAGEN employed approximately 4,000 people in more than 35 locations worldwide. Further information can be found at http://www.qiagen.com/.

Certain of the statements contained in this news release may be considered forward-looking statements within the meaning of Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended. To the extent that any of the statements contained herein relating to QIAGEN's products, markets, strategy or operating results, including without limitation its expected operating results, are forward-looking, such statements are based on current expectations and assumptions that involve a number of uncertainties and risks. Such uncertainties and risks include, but are not limited to, risks associated with management of growth and international operations (including the effects of currency fluctuations, regulatory processes and dependence on logistics), variability of operating results and allocations between customer classes, the commercial development of markets for our products in applied testing, personalized healthcare, clinical research, proteomics, women's health/ HPV testing and nucleic acid-based molecular diagnostics; changing relationships with customers, suppliers and strategic partners; competition; rapid or unexpected changes in technologies; fluctuations in demand for QIAGEN's products (including fluctuations due to general economic conditions, the level and timing of customers' funding, budgets and other factors); our ability to obtain regulatory approval of our products; difficulties in successfully adapting QIAGEN's products to integrated solutions and producing such products; the ability of QIAGEN to identify and develop new products and to differentiate and protect our products from competitors' products; market acceptance of QIAGEN's new products, the consummation of acquisitions, and the integration of acquired technologies and businesses. For further information, please refer to the discussions in reports that QIAGEN has filed with, or furnished to, the U.S. Securities and Exchange Commission (SEC).

Contacts:

Public Relations:
Dr. Thomas Theuringer
Director Public Relations
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+1-240-686-7425

Email: [email protected]

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Investor Relations:
John Gilardi
Vice President Corporate Communications
+49-2103-29-11711
+1-240-686-2222

Peter Vozzo
Director, Global Investor Relations
+1-240-686-7400

Email: [email protected]