Letter from Davidson Kempner to Supervisory Board of Qiagen
LONDON, June 15, 2021 /PRNewswire/ --
Lawrence A. Rosen (Chairman of the Supervisory Board)
Elizabeth E. Tallett (Supervisory Board Director)
Dr. Metin Colpan (Supervisory Board Director)
Stéphane Bancel (Supervisory Board Director)
Prof. Dr. Ross Levine (Supervisory Board Director)
Prof. Dr. Elaine Mardis (Supervisory Board Director)
Thomas Ebeling (Supervisory Board Director)
Dr. Toralf Haag (Supervisory Board Director)
Hulsterweg 82, 5912 PL Venlo, Netherlands
Dear Members of the Supervisory Board,
Davidson Kempner European Partners, LLP's ("DKP") funds remain a significant shareholder in Qiagen (the "Company") and are engaged with the Company, the Executive Management, the Supervisory Board as well as many industry leaders and advisors. Post the lapsed deal, DKP worked with consultants and advisers to help lay out a series of operational and strategic objectives that we believe would put the Company on a path to success. These objectives were communicated to Lawrence Rosen. A critical issue that we identified was the need for a new Chairman to improve corporate governance and rebuild trust with stakeholders.
We are pleased with the progress on the operational side and the Executive Management team, led by Thierry Bernard and Roland Sackers, has performed strongly in executing on these key objectives. In particular, setting and meeting expectations, driving growth in new products and increasing transparency through improved financial reporting. Despite the Executive Management team performing strongly and successfully meeting these objectives, the Company's share price continues to underperform and trades at a discount to its historic P/E trading range and that of its peers. We believe this to be a function of historic corporate governance issues and a discount for the level of trust and confidence in the effectiveness of the Supervisory Board.
Following the failed Thermo Fisher Scientific sales process in August 2020, we expressed to Mr. Rosen our strong belief that in order for the Company to realise its potential and address historic issues with regards to the effectiveness of the Supervisory Board, there was a need to appoint a new external Chairman. A new Chairman, with a strong & pedigreed executive healthcare background is necessary to guide the Company in the innovative, fast changing and dynamic healthcare industry it competes in. We had expressed to Mr. Rosen and the Board that this was necessary given Mr. Rosen's long tenure on the Board (8 years), his complete lack of executive healthcare experience and his intimate involvement in the series of multi-year governance shortcomings culminating in the failed sales process. We had hoped and expected Mr. Rosen to act as an interim Chairman and assist in the process of finding a suitable appointment. Unfortunately, Mr. Rosen chose to pursue a different approach, and retained his position as Chairman while turning down highly qualified candidates for the Chairman role. While we welcome the appointment of the two additional NEDs, who we believe are strong additions to the Supervisory Board, this does not go far enough in addressing the key governance concerns. Elizabeth E. Tallett has been on the Board for 10 years, was likewise intimately involved in the same multi-year governance shortcomings, has many other commitments and lastly, in her role on the Nomination Committee should not have allowed Mr. Rosen to unduly influence the search for a Chairman.
We believe appointing a new external Chairman with a strong executive healthcare background would go a long way in rebuilding trust and confidence, which will allow the Executive Management team's strong execution and improved performance and prospects to be properly reflected in the Company's valuation.
DKP intends to vote against the reappointment of Lawrence Rosen (Chairman) and Elizabeth E. Talett (Supervisory Board Director) at the upcoming Annual General Meeting of Shareholders ("AGM"). We understand other shareholders share our concerns and we encourage all shareholders to exercise their right and vote against Lawrence Rosen and Elizabeth E. Tallett.
cc: Risto Koivula (Partner)
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