Qiagen N.V.

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Ek belge: EX-99.3

2.1 Buyer Undertakings; Preparations of the Offer 10
2.6 Commencement of the Offer and Filing of the Schedule TO 13
2.7 Submission of the Reasoned Position Statement and the Schedule 14D-9 15
4.1 Payment of the Settlement Amounts 24
4.4 Amendments and Alternative Debt Financing 27
4.5 Interim Bridge Facility Documentation 28
5.4 Reasonable Best Efforts; Information 39
6.3 Post-Closing Restructuring Decision 42
7.1 Composition of the Managing Board Post Completion of the Offer 43
7.2 Composition of the Supervisory Board 44
7.3 Particular Responsibilities of the Independent Members 45
7.4 Resignation of Other Supervisory Board Members 45
8.2 Statutory Squeeze-Out Proceedings 46
12 Company Equity Plans and other incentive arrangements 57
12.5 Incentive and Retention Arrangements following Settlement 59
13 Interim Period and further undertakings 61
13.2 Conduct of the Company during Interim Period 61
13.3 Conduct of the Buyer during Interim Period 62
17.1 Termination by either of the Parties 72
18.4 Specific Performance and Related Provisions 77
19 Confidentiality and public announcements 77
19.3 Press Releases and Contact with Journalists 78
20.2 Assignment to Wholly-Owned Subsidiaries of the Buyer 79
20.3 Assignment to Affiliates by the Company after Liquidation or Dissolution 80
30.4 Applicability to Other Agreements 85
31.1 Representations and Warranties of the Company 86
31.2 Representations and Warranties of the Buyer 87
THIS AGREEMENT IS DATED 21 October 2026 AND MADE BETWEEN:
(1) QIAGEN N.V., a Dutch public company with limited liability, with its corporate seat in Venlo, the Netherlands and its office address at Hulsterweg 82, 5912 PL Venlo, the Netherlands, Trade Register of the Netherlands Chamber of Commerce number 12036979 (the "Company");
(2) Crown NL Bidco B.V., a Dutch private company with limited liability, with its corporate seat in Amsterdam, the Netherlands and its office address at Johannes Vermeerplein 9, 1071DV Amsterdam, the Netherlands, Trade Register of the Netherlands Chamber of Commerce number 42178508 (the "Buyer" or the "Offeror"),
the Company and the Buyer each a "Party" and together the "Parties".
(A) The shares of the Company are listed on the New York Stock Exchange (the "NYSE") and on the Prime Standard of the Frankfurt Stock Exchange (the "Frankfurt Stock Exchange") under ISIN NL0015002SN0.
(B) On the date of this Agreement, the Company's issued share capital ( geplaatst kapitaal) amounts to EUR 2,068,006.17 divided into 206,800,617 ordinary shares. On the date of this Agreement, the Company holds 304,096 ordinary shares in its own share capital (the "Treasury Shares"). As a result, 206,496,521 ordinary shares are currently issued and outstanding.
(C) The Company has outstanding the Convertible Notes (as defined below), in aggregate principal amounts outstanding as set forth in the VDR.
(D) Pursuant to the Call Option Agreement between Stichting Preferente Aandelen Qiagen, a foundation ( stichting ) under the laws of the Netherlands, with statutory seat in Venlo, the Netherlands, and Dutch trade register number 12054997 (the "Foundation") and the Company, the Foundation holds a Call Option for the issue of preference shares in the share capital of the Company. No such preference shares have been issued at the date of this Agreement.
(E) On 20 August 2026, EQT Partners GmbH in its capacity as investment advisor to EQT AB and its Affiliates, and the Company entered into a confidentiality agreement (the "Confidentiality Agreement").
(F) The Buyer intends to acquire the Company by way of a full public tender offer in respect of all issued ordinary shares of the Company (such shares, together with any shares that may be issued by the Company in accordance with this Agreement, the "Company Shares") (the "Offer", and together with the Post-Closing Restructuring Measures, the "Transactions"). The Buyer and the Company have carefully considered the interests of the Company's stakeholders (including the shareholders and the Group's employees) and the rationale for the Transactions, including the importance of the Offeror owning 100% of the Company Shares following completion of the Transactions. The terms and conditions and the mutual understanding of the Company and the Buyer with respect to the Transactions, including the Offer, are set out in this Business Combination Agreement (this "Agreement").
(G) The Company has received from the Offeror (i) fully executed Equity Commitment Letters (as defined below) and (ii) Financing Documentation and Interim Bridge Financing Documentation in each case duly executed by the Debt Financing Sources (as defined in and as required by Clause 4 ( Financing ) below).
(H) After due consideration, the managing board of the Company (the "Managing Board") and the supervisory board of the Company (the "Supervisory Board", and together with the Managing Board, the "Boards") have unanimously determined that, on the terms of and subject to the conditions of this Agreement, the Offer, the other Transactions and the related actions as contemplated in this Agreement are in the best interest of the Company and its associated enterprise, and promote the sustainable success and the sustainable long-term value creation of its business, taking into account the interests of the Company's stakeholders (including its shareholders and its employees).
(I) The Boards have unanimously approved the terms and conditions of the Agreement, the entry, execution and delivery of this Agreement by the Company and the performance by the Company of its obligations under this Agreement and the consummation of the Transactions, and confirm that no internal approval is required in connection with the Transactions, except for the approval of the Resolutions by the general meeting of the Company.
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Qiagen N.V., 6-KSEC EDGAR dosya no 000095010326016060
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