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News Mar 23, 2015

Shearman & Sterling Advises on Takeover of QIAGEN Marseille by HalioDx Group

Shearman & Sterling advised HalioDx group, founded by QIAGEN Marseille company's managers (Alternext - FR0010626028 - ALIPS), which took over all the assets and liabilities attached to QIAGEN Marseille's operational activities, with the exception of its intellectual property portfolio, research tax credit and cash assets.

The transaction was successfully completed in the form of a partial transfer of business assets contributed by QIAGEN Marseille to HalioDx, followed by the transfer by QIAGEN Marseille to HalioDxInvest, the mother company of HalioDxhe, of securities received in consideration for the contribution. This operation was approved on 16 March 2015 during QIAGEN Marseille’s and HalioDx's shareholders extraordinary general meetings.

HalioDxInvest, the group's holding company, completed on 16 March 2015 a first round of 7.5 million euros financings, combining the founders and three leading French capital venture funds, Matignon Investissement & Gestion, SHAM advised by Turenne Capital and Sofipaca.

Founded by QIAGEN Marseille's former management team, HalioDx plans to develop a proprietary offering in the Immuno-Oncology and biomarkers fields. To achieve this, HalioDx will be assisted by an experienced and complementary management and operational team, as well as many worldwide licences from a solid patents portfolio, developed by Jérôme Galon and his team at INSERM, certified facilities and quality systems.

HalioDx will also be supported by partnership agreements with QIAGEN Marseille and QIAGEN based on fully operational R&D and manufacturing activities in the blood cancer screening field. This operation will optimize the licences portfolio of QIAGEN Marseille, within the framework of the overall QIAGEN Group's global strategy.

The simplified public tender offer by QIAGEN NV filed on 11 March 2015 will also allow minority shareholders of QIAGEN Marseille to sell their shares for 14.90 euros per share.

The Shearman & Sterling team was led by partner Hervé Letréguilly (Paris-Capital Markets/Mergers & Acquisitions), assisted by counsel Anne-Sophie Maes (Paris-Tax) and associate Leïla Dhouib (Paris-Mergers & Acquisitions).