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2

Table of Contents3

1 Executive Summary

2Strong Secular Trends Support Qiagen’s Revenue and Earnings Growth

Over the Short, Medium and Long Term

3Thermo Fisher’s Offer Significantly Undervalues Qiagen’s Standalone

Value

4 Davidson Kempner Will Not Tender into this Wholly Inadequate Offer

The Offer Has Capped Qiagen’s Stock Causing it to De-rate Materially4

We fully expect the Company to

be forced to continue to upgrade

earnings guidance

1

• COVID-19 has driven a material sector re-rating

• Current P/E of 19.8x(1) is materially below:

• Historical trading range of 22-24x

• Peers trading at 35-40x

• Original March 3 offer implying 29.6x

• Current EV/2020E EBITDA of 14.7x(2) materially below precedent transaction multiples

• The Company has a leading franchise in Molecular Diagnostics and Life Sciences and is well

positioned to capitalise on:

• Short and medium term tailwinds from COVID-19

• Sustainable, long term secular trends

• The Company was slow to realize financial impact has recently repeatedly upgraded guidance yet

remains conservative

• We believe the standalone fair value for the Company to be €48-52 per share

• The offer provides for no control premium or participation in substantial synergies

• Share price is capped by offer

Offer materially undervalues the

Company

Company has materially de-rated

across all metrics despite

takeover situation

2

3

• DK is a significant shareholder and considers the offer wholly inadequate

• DK will not tender its shares and urges all shareholders not to tender

• DK fully expects the offer to fail

• DK believe Qiagen offers significant upside at current price levels

DK holds a 5.1% stake and will

not tender into this wholly

inadequate offer

4

1. Based on DK 2020E EPS - $2.55

2. Based on DK 2020E EBITDA - $850m

Table of Contents5

1 Executive Summary

2Strong Secular Trends Support Qiagen’s Revenue and Earnings

Growth Over the Short, Medium and Long Term

3Thermo Fisher’s Offer Significantly Undervalues Qiagen’s Standalone

Value

4 Davidson Kempner Will Not Tender into this Wholly Inadequate Offer

Leading Franchise Benefitting from Key Secular Trends

• COVID-19 has amplified the strength and

importance of the Company’s diagnostics and

testing franchise and its leading RNA kits,

machines and reagents are critical in all stages of

the pandemic

• The Company’s products have become

increasingly important to governments and

healthcare institutions as they seek to mitigate

the risk of future pathogens and protect their

citizens and economies. Particularly, the

Company’s syndromic testing products and

broader life science portfolio will be crucial in this

battle going forward

6

The Company has strong leadership positions in major scientific

and clinical applications

Liquid biopsy: No.1 in sample technologies

Latent TB detection: No.1 modern gold standard

test

Precision Medicine: No.1 in pharma CDx

partnerships and FDA approvals

Real-world patient data: Strengthening No.1

position in genomic data informatics

Microbiome: No.1 in sample technologies

CRISPR: No.1 in sample technologies

The Company is positioned to be a beneficiary

of key sector growth trends

COVID-19 has highlighted the strength and importance

of the Company’s diagnostics business

53.3%

12.0%16.4% 16.1%

Qiagen bioMérieux Danaher ThermoFisher

Material Uplift to the Diagnostics Industry from COVID-19

1. Defined as broker consensus as at 28-Feb-20 unless otherwise stated

2. Based on H1 figures

3. Vs. Consensus at 31-Mar-20 to adjust for revised EPS guidance of acquired GE Biopharma business

4. Based on change in Jefferies H1 forecast from 26-Feb to 10-Jul as actual H1 EPS not released

7

Medium to long-term impact of COVID-19Q2 2020 ‘beats’ vs pre-COVID-19 consensus(1)

Revenue

EPS

(2) (3)

(3)(4)

“Well, if I ask myself what COVID is going to leave us once COVID will leave us. I think it

will make a diagnostic known to everybody. And so I believe we are going to encounter

a very positive trend in certain geographies but including Europe, not only the US…So I

believe that also strategically DiaSorin mid-, long term is positioned very well to catch

that opportunity

What is the long term legacy [of COVID-19]? More systems installed, more hospital base

in the primary market, [more] visibility as an innovative company”

Carlo Rosa, CEO DiaSorin, Q1 2020 transcript

“I’m not an epidemiologist, but my prediction is that COVID-19 is here to stay in one form or

another…we need to test for COVID for the months or years to come”

Alexandre Mérieux, CEO bioMérieux, Q1 2020 transcript

“Clinicians are going to be looking for the opportunity in doing flu testing to also be doing

COVID-19 testing…the ability to run those tests on the same platform and same

cartridge…it’s driving a significant increase in our installed base”

Thomas P. Joyce, CEO Danaher, Q1 2020 transcript

“As we talk to governments and we talk to our customers…it’s a fantastic industry with

great market growth characteristics. You’re seeing the industry perform well in this

environment. …When the dust settles, the commitment to life science research, health

care infrastructure, is going to be even better over time

And so I’m very bullish about what the long-term benefits will be…But if I take the long-

term perspective, I’m very optimistic for what our industry holds and for the strong

competitive position that we’ve built in serving that industry”

Marc Casper, CEO Thermo Fisher, Q2 2020 transcript

13.9%

9.1%

5.7%

4.1%

Qiagen bioMérieux Danaher ThermoFisher

1,568

2,433

2,074

588

9874

(217)

n.q. n.q. (37)

2020E salesexcluding the

impact of COVID-19

Samplepreparation /

RNA extractionkits

QIAstat Third partyreagents

COVID-19revenue hit

QIAsymphony COVID-19antibody test

FX impact 2020E Sales (DKForecast)

2021 Sales (DKForecast)

COVID-19 Revenues Represent a 32% Net Uplift to Qiagen’s Base Business…

1. 2020E sales using broker pre-COVID-19 forecasts

The surge in

molecular COVID-

19 testing is driving

demand for sample

preparation and

related

consumables

Higher COVID-19-

induced demand

has led to a

continued increase

in cartridge

production capacity

Third party test

makers, such as

Roche, Abbott,

and Hologic,

acquiring reagents

from the Company

Revenue hit on

existing business

from customer

disruptions e.g.

lab shutdowns

(1)

8

?

COVID-19 impact; c.$760m

The increased

utilisation rate of

molecular

diagnostics,

requiring sample

preparation,

should drive

placements of

QIAsymphony

Qiagen plans to

launch a serology

test and a rapid

antigen test in the

second half of

2020

32% net uplift to base revenues in 2020 due to COVID-19

Potential for

further upside

17% yoy

increase

1.53

1.60

2.00

2.07

1.71

2.36

2.65

2.55

2.91

1.30

1.50

1.70

1.90

2.10

2.30

2.50

2.70

2.90

3.10

04-Feb 18-Feb 03-Mar 17-Mar 31-Mar 14-Apr 28-Apr 12-May 26-May 09-Jun 23-Jun 07-Jul 21-Jul

QIA 2020E EPS QIA 2021E EPS DK EPS 2020E DK EPS 2021E

… Yet the Company was Slow to Realise the Financial Opportunity, Prematurely Entered into a Deal with Thermo, and Has Been on the Back Foot Ever Since

9

1. Based on mid-points of outlook ($0.28-0.29) and preliminary numbers ($0.34-0.35)

2. Fairness opinion dated 16 July 2020 based on updated management projections have been released 22 July 2020

3. Supplemental Reasoned Statement dated 22 July 2020

4. Midpoint of $1.52-1.54

• Did not reflect

increase in

demand in

outlook

• Deal struck on

financial basis

excluding

COVID-19

impact

(4)

• Q1 numbers

beat outlook:

• Preliminary Q1

EPS +21%(1) vs.

outlook

• Increases Q2

adjusted EPS

guidance to

$0.40

• Suspends 2020

outlook for the

full-year

4 February

3 March

9 April

5 May Q2 numbers beat

raised guidance:

• Q2 EPS $0.55-

0.56 vs. $0.40

guidance

(+39%)

9 July

13 July

• Full-year outlook of at least

$2.00 provided; assumes

COVID-19 testing will be

required for the longer term

22 July

• Management provided

revised projections

just 3 days after 2020

outlook for revised

fairness opinions dated

16 July(2) on SRP(3)

10 July11 June 23 July

DK holding

1.01%

DK holding

3.00%

DK holding

5.08%

?

?

0.34

0.56

0.55

0.62 2.07

2.28

2.55

Q1A Q2A QIA Q3E QIA Q4E QIA 20E Berenb. 20E DK 20E

The Company Will Once Again be Forced to Upgrade its Numbers

The Company has a persistent history of providing highly conservative guidance which does not

appropriately reflect the positive impact of COVID-19 on the business

1. Mid-point of guidance of $0.52-0.58 for Q3 2020

2. Implied EPS based on EPS projection for 2020E

10

EPS $/share

(1)

(2)

2020E EPS

-19%

-9%

Implies that earnings

remain broadly flat

across Q3 and Q4 vs

Q2 20

This is highly surprising to us given two sequential improvement factors in

Q3 and Q4 2020 vs Q2 2020:

Ramp-up in RNA kit volumes: Qiagen was producing 12 million

kits per month at 30 June 2020. This will increase to 20mn per

month in Q4

Base business improvement: based on commentary from peers

and as economies emerge from lock-down we would expect the

decline in Qiagen’s base business to soften

Given the ramp in RNA kits, the guidance implies that Qiagen’s base

business will decline > 30% in H2 (worse than the Q2 decline)

We believe its clear that Qiagen will have to revise higher their 2020

EPS target once again

Table of Contents11

1 Executive Summary

2Strong Secular Trends Support Qiagen’s Revenue and Earnings Growth

Over the Short, Medium and Long Term

3

Thermo Fisher’s Offer Significantly Undervalues Qiagen’s

Standalone

Value

4 Davidson Kempner Will Not Tender into this Wholly Inadequate Offer

Qiagen is One of the Largest COVID-19 Beneficiaries Among Its Peer Set…

12

Core peers Broader peers

Revenue

EPS

1. Pre-COVID-19 Factset consensus projections as at 28-Feb-20; Post COVID-19 Factset consensus projections as at 21-Jul-20 unless otherwise stated

2. Reflects change in consensus projections as at 28-Feb-20 and latest DK projections

3. Reflects change in consensus projections as at 28-Feb-20 and Berenberg projections

Pre-COVID-19 vs Post-COVID-19 2020E Consensus Sales and EPS Variance(1)

Core peers, like Qiagen, are highly

exposed to COVID-19-induced

sectoral tailwinds and are expected to

significantly benefit from COVID-19

Qiagen

(3) (3)

(3) (3)

(2)

(2)

68.8% 69.1%

28.9%

(1.4%)

9.3%

(14.7%) (11.5%) (14.6%)

Qiagen DiaSorin bioMérieux Danaher Thermo Fisher Bio-Rad PerkinElmer Hologic

31.2%

24.2%

15.0%

(0.2%)

4.3%

(5.9%)(3.3%)

(5.8%)

Qiagen DiaSorin bioMérieux Danaher Thermo Fisher Bio-Rad PerkinElmer Hologic

13

… And Yet Qiagen has Experienced a Material De-rating Relative to Peers Despite Being Subject to a Takeover

1. Bloomberg consensus EPS for all peers as of 02-Mar-20

2. Bloomberg consensus EPS for Broader peers as of 09-Jul-20

3. Davidson Kempner research for Qiagen

4. Berenberg public estimates for Core peers, which best reflects COVID-19 impact

5. Prices as at 02-Mar-20 and 24-Jul-20 divided by 2020 EPS estimates on those respective dates

Qiagen was trading at a discount to peers prior to Thermo Fisher’s offer, and has further de-rated relative to peers as Qiagen’s share price

has been capped by Thermo Fisher’s offer and is out of sync with the Company’s fundamentals

(21%)

(8%)

21% 23%

29%

64%

37%

46%

Qiagen DiaSorin bioMérieux Thermo Fisher Danaher BioRad PerkinElmer Hologic

Core peers Broader peersQiagen

P/E multiple on 24-Jul-20 vs. 02-Mar-20(1)(2)(5)

(3) (4)(4)

24.0

29.0

34.0

39.0

44.0

49.0

54.0

Mar-20 Apr-20 May-20 Jun-20 Jul-20

Qiagen Core peers Broader peers

57%

35%

31%

Qiagen’s Stock Price Has Been Capped by the Current Offer

1. Market data as at 24-Jul-20; Core peers include bioMérieux and DiaSorin; Broader peers include Danaher, Hologic, PerkinElmer, Thermo Fisher and Bio-Rad

2. Based on assumption that without Thermo Fisher offer, Qiagen would have appreciated by same average % as Core peers between 2 March 2020 and 24-Jul-20

14

Qiagen share price vs. peers from pre-offer (2 March) to today (EUR)(1)

1

Core peer share prices

increased by 57% from the

initial offer date (2 March) in

line with increased

fundamentals

No de-rating implied

2

The Company’s share price is

limited by the €43/share offer

The Company only extracted

a 10% increase against its

own conservative 29%

increase in EPS guidance

Thermo Fisher make

initial offer at

€39/share

Thermo Fisher

increase offer to

€43/share

bioMérieux, Danaher, Hologic,

PerkinElmer, Thermo Fisher and

Bio-Rad are trading at or near

all-time highs

€7/share

delta(2)

Amended offer (€43)

Initial offer (€39)

3

Assuming the Company’s

share price appreciated by

57% since 2 March, in line

with core peers, implies a

current share price of

€49/share

Qiagen Qiagen DK

DiaSorin

bioMérieux

DanaherThermo Fisher

PerkinElmer

Hologic

Bio-Rad

5.0x

10.0x

15.0x

20.0x

25.0x

30.0x

35.0x

40.0x

0.0% 5.0% 10.0% 15.0% 20.0% 25.0%

20

21

E E

V /

EB

ITD

A

19A-21E sales CAGR (%)

Qiagen Trades at Completely the Wrong Multiple Due to the Cap…

1. Market data as at 24-Jul-20; Regression includes core peers (bioMérieux and DiaSorin) and broader peers (Danaher, Hologic, PerkinElmer, Thermo Fisher), Bio-Rad excluded since the company withdrew guidance and referred to a material adverse short-term impact; R2 38%

2. Sales growth and 2020E EBITDA based on Supplementary Reasoned Position Statement management forecasts as of 22-Jul-20

3. Sales growth and 2020E EBITDA based on DK assumptions

15

Sales growth (19A-21E) vs 2021E EV / EBITDA(1)

Multiple implies a negative CAGR 19A-21E

The cap imposed by Thermo

Fisher’s offer values Qiagen at

a significant discount to its

peers

(2)(3)

P/E Range (x)

Historical Range (NTM) Peer Multiples

Core / broader peer range

22.0x 23.0x 24.0x 35.0x 40.0x

QIA 20E EPS 2.07 39.2 41.0 42.7 62.3 71.2

Berenberg 20E EPS 2.28 43.2 45.1 47.1 68.6 78.5

DK 20E EPS 2.55 48.3 50.5 52.6 76.8 87.7

QIA 21E EPS 2.65 50.2 52.4 54.7 79.8 91.2

Berenberg 21E EPS 2.70 51.1 53.4 55.7 81.3 92.9

DK 21E EPS 2.91 55.1 57.6 60.1 87.6 100.1

EP

S (

$/s

hare

)…Regardless of what Projections and Methodologies are used

1. Core peers: bioMérieux and DiaSorin. Broader peers: Danaher, Hologic, PerkinElmer, Thermo Fisher, Bio-Rad

2. As per Supplemental Joint Reasoned Position Statement

3. As per Berenberg research ´published 14 July 2020

16

Qiagen standalone valuation range (€/share)

(2)

(2)

(3)

(3)

(1)

A valuation of Qiagen based on its historical P/E multiple and/or current P/E multiples for core peers and broader peers

underscores the inadequacy of Thermo’s offer

51

45

46

56

49

51

P/E; based on Qiagen historical multiples

Unaffected share price appreciation

Discounted cash flow analysis

1. Qiagen’s unaffected share price growing in line with peers since 02-Mar-20

2. Qiagen’s historical P/E multiple range applied to DK projected 2020E EPS of $2.55

17

€43/share

offer price

Qiagen’s Fair Value is €48-52 and the Current Offer is Wholly Inadequate

High end: Less

conservative

operating model with

a 6% WACC

Implied value per share of Qiagen

(1)

Figures in € DK standalone valuation range

€48-52

Low end: More

conservative

operating model

with a 7% WACC

Low end: Average of

core and broader

peers share price

growth (44%)

High end: Core

peers share price

growth (57%)

Low end: 22.5x

P/E multiple

High end: 25.0x P/E

multiple

(2)

There is very little downside risk to rejecting Thermo Fisher’s amended offer of €43/share

DK believe Qiagen offers significant upside at current price levels

All peers trading above the implied offer P/E

Qiagen’s historical P/E range implies a substantial premium to the current offer

3 March Offer: €39/share Revised Offer: €43/shareChange

Absolute / PercentageMetric Statistic Metric Statistic

P/E 2020EConsensus EPS

$1.5529.6x(1)(2)

DK EPS

$2.5519.8x(1)(3) (9.8x) / (33%)

P/E 2021EConsensus EPS

$1.6527.7x(1)(2)

DK EPS

$2.9117.4x(1)(3) (10.0x) / (37%)

EV / EBITDA 2020EConsensus EBITDA

$562m20.3x(1)

DK EBITDA

$850m14.7x(1) (5.6x) / (28%)

EV / Synergised EBITDA 2020EConsensus EBITDA

$762m15.0x(1)

DK EBITDA

$1,050m11.9x(1) (3.1x) / (21%)

2021E EPS accretion

($200m synergies) 4.3% 8.1% 380bps / 88%

2021E EPS accretion

($310m synergies)(4) 5.8% 9.5% 370bps / 64%

2021E ROIC

($200m synergies) 5.4% 7.2% 180bps / 33%

2021E ROIC

($310m synergies)(4) 6.3% 8.1% 180bps / 29%

Compared to 3 March, the Deal is Today Substantially More Beneficial to Thermo Fisher

1. Based on EUR/USD as of 24-Jul-2020 of 1.17

2. Based on €39/share offer divided by consensus EPS and EBITDA estimates at the time of the deal

3. Based on revised €43/share divided by latest DK EPS and EBITDA forecasts

4. DK estimate of revenue and cost synergies based on DK research combined with precedents in the space (e.g. Danaher/Cepheid for which synergies were 15% of target sales vs. Qiagen / TF where synergies are 10% of target sales)

18

Table of Contents19

1 Executive Summary

2Strong Secular Trends Support Qiagen’s Revenue and Earnings Growth

Over the Short, Medium and Long Term

3Thermo Fisher’s Offer Significantly Undervalues Qiagen’s Standalone

Value

4 Davidson Kempner Will Not Tender into this Wholly Inadequate Offer

Davidson Kempner Will Not Tender into this Wholly Inadequate Offer

• The Qiagen board rushed to initiate a strategic review at a point in time when the Company was in a

particularly weak position

• This encouraged the receipt of highly opportunistic bids

• Since the initial deal was agreed, the Company’s fundamental performance has been extremely strong

• Company continues to play catch-up with actual performance and are continuously forced to upgrade

their stale and overtly conservative guidance

• Further upgrading of guidance is inevitable

• Company has materially de-rated despite being under offer

• Trades at a significant discount to historic ranges, peers, the original offer and precedent transactions

• DK has a significant stake of 5.1% and considers the offer as wholly inadequate

• We will NOT be tendering our shares and urge other shareholders to likewise reject the offer

• We fully expect the current offer to fail

• DK believe Qiagen offers significant upside at current price levels

20

21

Appendix

Table of Contents

Thermo Fisher / Qiagen, 14.7x (1)

Exact Sciences / Genomic Health, 30.2x

Danaher / GE Pharma, 17.8x

Zoetis / Abaxis, 39.4x

PerkinElmer / EUROIMMUN, 20.0x

Thermo Fisher / FEI, 19.7x

Abbott / Alere, 16.8x

Thermo Fisher / Affymetrix, 20.6x

Danaher / Pall, 20.8x

Merck KGaA / Sigma-Aldrich, 19.8x

Thermo Fisher / Life Tech., 13.7x

Agilent / Dako, 21.3x

Hologic / Gen-Probe, 19.7x

Thermo Fisher / Phadia, 16.6x

Thermo Fisher / Dionex, 20.5x

Merck KGaA / Millipore, 17.4x

Agilent / Varian, 12.1x

Siemens / Dade Behring, 15.2x

Qiagen / Digene, 41.9x

Inverness Medical / Biosite, 18.8x

Siemens / Bayer Diagn., 14.6x

Siemens / Diagnostic Prod., 11.6x

Millipore / Serologicals, 19.9x

0x

5x

10x

15x

20x

25x

30x

35x

40x

45x

50x

2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020

Core peers

Broader peers

Precedent Transactions are an Inappropriate Basis to Assess Thermo’s Amended Offer Given the Long-term and Short-term Sector Re-rating

1. Thermo Fisher/Qiagen EV / EBITDA multiple based on DK 2020E projected EBITDA

Transactions and transaction multiples (EV / LTM EBITDA) based on Reasoned Position Statement 22 July 2020

Core peers include bioMérieux and DiaSorin; Broader peers include Danaher, Hologic, PerkinElmer, Thermo Fisher and Bio-Rad

22

The sector re-rating in 2020, as a result of COVID-19, renders

precedent transaction multiples irrelevant on the basis the growth

projections for key industry players are now fundamentally

different to comparable projections at the time of such precedent

transactions

EV / EBITDA