Exhibit (a)(1)(B)​

Letter of Transmittal to Tender Shares of

QIAGEN N.V.

at EUR 39.00 per Share pursuant to the Offer Document published May 18, 2020 (the “Offer Document”) by
QUEBEC B.V., a wholly owned subsidiary of THERMO FISHER SCIENTIFIC INC.

The undersigned represents that I (we) have full authority to surrender without restriction the Share(s) listed below. You are hereby authorized and instructed to deliver to the address indicated below (unless otherwise instructed in the boxes in the following page) a check representing a cash payment for ordinary shares, EUR 0.01 par value per share, of QIAGEN N.V. (“QIAGEN”) tendered pursuant to this Letter of Transmittal, at a price of EUR 39.00 per share, in cash, without interest and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer Document dated May 18, 2020 (as it may be amended or supplemented from time to time) and the related Letter of Transmittal (as it may be amended or supplemented from time to time).

THE ACCEPTANCE PERIOD COMMENCED ON MAY 18, 2020 AND WILL EXPIRE AT 6:00 P.M. NEW YORK LOCAL TIME, ON JULY 27, 2020, UNLESS THE ACCEPTANCE PERIOD IS EXTENDED OR THE OFFER IS EARLIER TERMINATED.

IMPORTANT NOTICE: Stock market trading of Shares tendered pursuant to this Letter of Transmittal will cease upon tender into the Offer. Only holders of Shares that are held via the Clearstream AG system when tendered may participate in the as-tendered market of the Frankfurt Stock Exchange after tendering their Shares into the Offer. There may be a lengthy period of time between the deadline for tendering Shares into the Offer and the settlement of the Offer, which is currently expected to occur in the first half of 2021. Furthermore, QIAGEN shareholders will not have withdrawal rights for the forty-five (45)-calendar day period following the end of the Acceptance Period, even if the Antitrust Clearance Condition has not yet been satisfied or previously effectively waived and, therefore, the Bidder has not yet become obligated to pay the Offer Price. In addition, as described in Section 17.1 of the Offer Document, the Bidder may request one or more extensions of this forty-five (45)-calendar day period from the Staff of the SEC. If granted, tendering QIAGEN shareholders may not have the right to withdraw their Shares for the entire period between the end of the Acceptance Period and the Settlement, which may not occur until August 5, 2021.

Holders of Shares held via the Depository Trust Company system and holders of Directly Registered Shares who wish to have the ability to trade tendered Shares on the as-tendered market of the Frankfurt Stock Exchange should contact their bank, broker, dealer or other nominee to effect a transfer of such Shares from the Depository Trust Company or transfer agent, as applicable, to the Clearstream AG system prior to tendering their Shares. The deadline for tendering Shares into the Offer is the end of the Acceptance Period or the Additional Acceptance Period, as applicable. Holders of Shares held via the Depository Trust Company system and holders of Directly Registered Shares are advised to allow sufficient time for the transfer of such Shares to the Clearstream AG system. Shares held via the Clearstream AG system are tendered pursuant to a separate Declaration of Acceptance and not this Letter of Transmittal.

Method of delivery of the certificate(s) is at the option and risk of the owner thereof. See Instruction 2.

Mail or deliver this Letter of Transmittal, together with the certificate(s) representing your shares, to:

By hand, express mail, courier,
or other expedited service: American Stock Transfer & Trust Co., LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, NY 11219 By mail: American Stock Transfer & Trust Co., LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, NY 11219

Pursuant to the offer of Quebec B.V., a wholly owned subsidiary of Thermo Fisher Scientific Inc. to purchase all ordinary shares of QIAGEN N.V. (including, without duplication, all fractional ordinary shares of QIAGEN N.V.), the undersigned encloses herewith and surrenders the following Shares:

DESCRIPTION OF SHARES SURRENDERED
Name(s) and Address(es) of Registered Owner(s)	Shares Surrendered (attached additional list if necessary)
​	Certificated Shares**			​
​	Certificate Number(s)*	Total Number of Shares Represented by Certificate(s)*	Number of Shares Surrendered**	Book Entry Shares Surrendered**
​	Total Shares	​	​	​
​	* Need not be completed by book-entry stockholders. ** Unless otherwise indicated, it will be assumed that all shares described above are being surrendered hereby.

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE NUMBER OTHER THAN AS SET FORTH ABOVE, WILL NOT CONSTITUTE VALID DELIVERY TO THE SETTLEMENT AGENT.

PLEASE READ THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING THIS LETTER OF TRANSMITTAL. TO PREVENT U.S. FEDERAL BACKUP WITHHOLDING TAX (CURRENTLY AT A RATE OF 24%) ON ANY CASH PAYMENT PAYABLE TO YOU PURSUANT TO THE OFFER, PLEASE MAKE SURE TO COMPLETE THE IRS FORM W-9 INCLUDED HEREIN OR AN APPROPRIATE IRS FORM W-8, AS APPLICABLE, OR ALTERNATIVELY ESTABLISH ANOTHER BASIS FOR EXEMPTION FROM U.S. FEDERAL BACKUP WITHHOLDING.

THE TENDER OFFER IS NOT BEING MADE TO (NOR WILL TENDER OF SHARES BE ACCEPTED FROM OR ON BEHALF OF) SHAREHOLDERS IN ANY JURISDICTION WHERE IT WOULD BE ILLEGAL TO DO SO.

IF YOU HAVE QUESTIONS OR REQUESTS FOR ASSISTANCE, OR WOULD LIKE ADDITIONAL COPIES OF THIS LETTER OF TRANSMITTAL OR ANY OF THE OTHER OFFER DOCUMENTS DELIVERED IN CONNECTION WITH THE OFFER, YOU SHOULD CONTACT THE INFORMATION AGENT FOR THE OFFER, D.F. KING & CO., INC. TOLL FREE AT (877) 297-1744 (FOR SHAREHOLDERS) OR COLLECT AT (212) 771-1133 (FOR BANKS AND BROKERS).

You have received this Letter of Transmittal in connection with the offer (the “Offer”) of Quebec B.V. (the “Bidder”), a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of The Netherlands and a wholly owned subsidiary of Thermo Fisher Scientific Inc., a Delaware corporation (“Thermo Fisher”), to purchase all of the ordinary shares with a par value

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EUR 0.01 per share, including all ancillary rights, in particular the entitlement to profits, existing at the time of settlement of the Offer (the “Shares”), in QIAGEN N.V., a public limited liability company (naamloze vennootschap) organized under the laws of The Netherlands, having its corporate seat in Venlo, The Netherlands at a purchase price of EUR 39.00 per Share in cash, less any applicable withholding taxes and without interest (the “Offer Price”), to the holders thereof upon the terms and subject to the conditions set forth in the Offer Document. QIAGEN’s issued share capital includes fractional ordinary shares (offeraandelen) (each a “Fractional Share”), each representing one-twenty-seventh (1/27th) of the value of an ordinary share of QIAGEN. References herein to the Shares shall include, without duplication, Fractional Shares; provided that a Fractional Share will be treated for the purposes of the Offer Price as one-twenty-seventh (1/27th) of a Share. Tendering shareholders who hold their Shares in The Depository Trust Company (“DTC”) system or Shares that are directly registered in their name in QIAGEN’s shareholders register will receive U.S. dollars in exchange for their Shares. The Offer Price will be converted using the simple average of the two (2) WM/Reuters 4:00 p.m. (London time) fixings of the USD/EUR exchange rate on the second (2nd) and third (3rd) day prior to the date on which the Bidder accepts for exchange, and exchanges and pays the Offer Price for, all of the Shares validly tendered and not withdrawn. Shareholders should be aware that fluctuations in the Euro to U.S. dollar exchange rate will cause the value of U.S. dollar denominated consideration paid to them in respect of their Shares to fluctuate accordingly. The exchange rate used in connection with the Offer may not be the most favorable rate that could be obtained at the time, and the method by which that rate will be determined may not be the most favorable to tendering shareholders. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Offer Document.

You should use this Letter of Transmittal to deliver to American Stock Transfer & Trust Company, LLC (the “Settlement Agent”) Shares for tender, if (a) the Shares are directly registered in your own name in QIAGEN’s shareholders register, including if you are a record holder and hold Shares in book-entry form on the books of QIAGEN’s transfer agent, or (b) the Shares are held in “street” name and are being tendered by book-entry transfer into an account maintained by the Settlement Agent at DTC, unless an Agent’s Message (as defined in Instruction 2 below) in lieu of this Letter of Transmittal is utilized.

As noted above, you may also elect to transfer your Shares held in the DTC system but not via Clearstream Banking AG (“Clearstream”) or your Shares that are directly registered in your own name in QIAGEN’s shareholders register to the system maintained by Clearstream by instructing your bank, broker, dealer, commercial bank, trust company or other nominee to effect a transfer of such Shares to Clearstream. This transfer must occur prior to tendering such Shares into the Offer. The deadline for tendering Shares into the Offer is the end of the Acceptance Period or the Additional Acceptance Period, as applicable. If you elect to have any such Shares transfer to Clearstream, you are advised to allow sufficient time for such transfer. Furthermore, if you elect to have any such Shares transfer to Clearstream, such Shares must be tendered in accordance with the acceptance procedures described in Section 13.1 of the Offer Document applicable to Shares held via Clearstream. Shares that are held in Clearstream and tendered in accordance with the applicable acceptance procedures will be eligible to trade on the regulated market of the FSE (Prime Standard) under ISIN NL0014676538, as further described in Section 13.1.8 of the Offer Document.

Shares that are tendered during Acceptance Period may be withdrawn at any time until the end of the Acceptance Period. Acceptances of the Offer may not be withdrawn for the forty-five (45)-calendar day period following the end of the Acceptance Period (subject to one or more extensions as may be granted by the SEC if the antitrust clearance condition will not be satisfied or effectively waived prior to the expiration of forty-five (45)-calendar day period following the end of the Acceptance Period). If you exercise your right of withdrawal, you may re-accept the Offer only prior to the end of the Additional Acceptance Period. Please see Section 17 of the Offer Document for additional information regarding rights of withdrawal.

If you wish to tender Shares that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee, you should contact your broker, dealer, commercial bank, trust company or other nominee and request that your broker, dealer, commercial bank, trust company or other nominee tenders such Shares.

If you cannot deliver all required documents to the Settlement Agent prior to the end of the Acceptance Period or you cannot complete the book-entry transfer procedures prior to the end of the Acceptance Period, you may nevertheless tender your Shares according to the guaranteed delivery procedures set forth in Section 13.2.2 of the Offer Document. See Instruction 2 below. Delivery of documents to DTC will not constitute delivery to the Settlement Agent.

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☐

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE ACCOUNT MAINTAINED BY THE SETTLEMENT AGENT WITH DTC AND COMPLETE THE FOLLOWING (NOTE THAT ONLY FINANCIAL INSTITUTIONS THAT ARE PARTICIPANTS IN DTC MAY DELIVER SHARES BY BOOK-ENTRY TRANSFER):

Name of Tendering Institution: 

DTC Participant Number: 

Transaction Code Number: 

☐

CHECK HERE IF TENDERED SHARES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE SETTLEMENT AGENT AND COMPLETE THE FOLLOWING (PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF GUARANTEED DELIVERY):

Name(s) of Registered Holder(s):

 

Window Ticket Number (if any) or DTC Participant Number:

 

Date of Execution of Notice of Guaranteed Delivery:

 

Name of Institution which Guaranteed Delivery:

 

NOTE:   SIGNATURES MUST BE PROVIDED BELOW.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

☐

CHECK HERE IF THE TENDERED SHARES ARE DIRECTLY REGISTERED IN YOUR OWN NAME IN QIAGEN’S SHAREHOLDERS REGISTER.

SUBJECT TO (ONDER OPSCHORTENDE VOORWAARDE), AND EFFECTIVE UPON, ACCEPTANCE FOR PAYMENT OF AND PAYMENT FOR THE SHARES VALIDLY TENDERED HEREWITH AND NOT PROPERLY WITHDRAWN ALL IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE OFFER, THE PROPER COMPLETION AND DULY SIGNING OF THIS LETTER OF TRANSMITTAL WILL CONSTITUTE A PRIVATE DEED OF TRANSFER AS REQUIRED BY DUTCH LAW FOR THE TRANSFER OF THE SHARES TENDERED HEREWITH TO THE BIDDER (OR TO THE BIDDER’S ASSIGNEE, IF THE BIDDER DESIGNATES SUCH ASSIGNEE AND THIS LETTER OF TRANSMITTAL IS SUBSEQUENTLY SIGNED BY THE SETTLEMENT AGENT ON BEHALF OF SUCH ASSIGNEE, IN EACH CASE PRIOR TO THE ACCEPTANCE FOR PAYMENT OF AND PAYMENT FOR THE TENDERED SHARES), AND QIAGEN’S ACKNOWLEDGEMENT OF SUCH TRANSFER OF SUCH TENDERED SHARES. IF YOU DO NOT TENDER ALL OF THE SHARES THAT ARE DIRECTLY REGISTERED IN YOUR OWN NAME IN QIAGEN’S SHAREHOLDERS REGISTER, YOU SHALL BE DEEMED TO HAVE TENDERED YOUR SHARES WITH THE LOWEST SHARE NUMBERS ((ONDER)AANDEELNUMMERS).

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Ladies and Gentlemen:

The undersigned hereby tenders to the Bidder the above-described Shares pursuant to the Offer on the terms and subject to the conditions set forth in the Offer Document, receipt of which is hereby acknowledged, and this Letter of Transmittal. The undersigned understands that Thermo Fisher reserves the right to transfer or assign, from time to time, in whole or in part, to one or more of its affiliates, the Bidder’s right to purchase and accept the Shares tendered herewith.

On the terms and subject to the conditions of the Offer (including, if the Offer is extended or amended, the terms and conditions of such extension or amendment), subject to, and effective upon, acceptance for payment of and payment for the Shares validly tendered herewith, and not properly withdrawn in accordance with the terms of the Offer, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Bidder (or the Bidder’s assignee, if the Bidder designates such assignee and this Letter of Transmittal is subsequently signed by the Settlement Agent on behalf of such assignee, in each case prior to the acceptance for payment of and payment for the tendered Shares), all right, title and interest in and to all of the Shares being tendered herewith and any and all dividends, distributions, rights, other Shares or other securities issued or issuable in respect of such Shares on or after the date hereof (collectively, “Distributions”) and, to the extent the tendered Shares are directly registered in the undersigned’s name in QIAGEN’s shareholders register, the proper completion and duly signing of this Letter of Transmittal by the undersigned and by the Settlement Agent on behalf of the Bidder (or the Bidder’s assignee, if applicable) and QIAGEN will constitute a private deed of transfer as required under Dutch law for the transfer of the Shares tendered herewith and QIAGEN’s acknowledgement of such transfer of such tendered Shares. In addition, the undersigned hereby irrevocably appoints and authorizes the Settlement Agent as the true and lawful agent and attorney-in-fact and proxy of the undersigned with respect to such Shares and any Distributions with full power of substitution (such proxies and power of attorney being deemed to be an irrevocable power coupled with an interest in the tendered Shares) to the fullest extent of such shareholder’s rights with respect to such Shares and any Distributions (a) to deliver any Distributions, or transfer of ownership of such Shares and any Distributions on the account books maintained by DTC, together, in either such case, with all accompanying evidence of transfer and authenticity, to or upon the order of the Bidder, (b) to transfer such Shares directly registered in the name of the undersigned in the shareholders register of QIAGEN and any Distributions in respect of such Shares to or upon the order of the Bidder (or the Bidder’s assignee, if applicable) to the extent not already transferred pursuant to this Letter of Transmittal, and (c) to receive all benefits and otherwise exercise all rights of beneficial ownership of such Shares and any Distributions, all in accordance with the terms and subject to the conditions of the Offer.

The undersigned hereby irrevocably appoints each of the designees of the Bidder as the attorneys-in-fact and proxies of the undersigned, each with full power of substitution, to the fullest extent of such shareholder’s rights with respect to the Shares tendered herewith and any associated Distributions, all in accordance with the terms and subject to the conditions set forth in the Offer Document and this Letter of Transmittal. The designees of the Bidder will, with respect to the Shares tendered herewith and any associated Distributions for which the appointment is effective, be empowered to exercise all voting and any other rights of such shareholder, as they, in their sole discretion, may deem proper at any annual, extraordinary, adjourned, postponed, convened or reconvened general meeting of QIAGEN shareholders. This proxy and power of attorney shall be irrevocable and coupled with an interest in the tendered Shares. Such appointment is effective when, and only to the extent that, the Bidder accepts the Shares tendered with this Letter of Transmittal for payment as provided in the Offer Document. Upon the effectiveness of such appointment, without further action, all prior powers of attorney, proxies and consents given by the undersigned with respect to such Shares and any associated Distributions will be revoked and no subsequent powers of attorney, proxies, consents or revocations may be given (and, if given, will not be deemed effective). The Bidder reserves the right to require that, in order for Shares to be deemed validly tendered, immediately upon the Bidder’s acceptance for payment of such Shares, the Bidder or its designees must be able to exercise full voting, consent and other rights, to the extent permitted under applicable law, with respect to such Shares and any associated Distributions, including voting at any meeting of shareholders, or executing a written consent, concerning any matter.

The undersigned hereby represents and warrants to the Bidder that the undersigned has full power and authority to tender, sell, assign and transfer the Shares and any Distributions tendered herewith and, when

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the same are accepted for payment and paid for by the Bidder, the Bidder will acquire good, marketable and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and the same will not be subject to any adverse claim. The undersigned hereby represents and warrants to the Bidder that the undersigned is the registered holder of the Shares tendered herewith, or the undersigned is a participant in DTC whose name appears on a security position listing as the owner of the Shares tendered herewith. The undersigned will, upon reasonable request, promptly execute and deliver any additional documents deemed by the Settlement Agent or the Bidder to be necessary or desirable to complete the sale, assignment and transfer of the Shares and any Distributions tendered herewith. In addition, the undersigned shall promptly remit and transfer to the Settlement Agent for the account of the Bidder (or the Bidder’s assignee, if applicable) any and all Distributions in respect of the Shares tendered herewith, accompanied by documentation sufficient for such transfer and, pending such remittance or appropriate assurance thereof, the Bidder (or the Bidder’s assignee, if applicable) shall be entitled to all rights and privileges as owner of any such Distributions and may withhold the entire purchase price or deduct from the purchase price the amount or value thereof, as determined by the Bidder in its sole discretion.

It is understood that the undersigned will not receive payment for the Shares tendered herewith unless and until (A) such Shares are accepted for payment and until such documents as the Settlement Agent may require are received by the Settlement Agent at the address set forth above, and (B) in the case of Shares being tendered by book-entry transfer into an account maintained by the Settlement Agent at DTC, ownership of such Shares is validly transferred on the account books maintained by DTC, and in each case until the same are processed for payment by the Settlement Agent.

IT IS UNDERSTOOD THAT THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS (INCLUDING DELIVERY THROUGH DTC) IS AT THE SOLE COST, OPTION AND RISK OF THE UNDERSIGNED AND THAT DELIVERY THEREOF WILL ONLY BE DEEMED MADE WHEN ACTUALLY RECEIVED BY THE SETTLEMENT AGENT (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER, RECEIPT OF A BOOK-ENTRY CONFIRMATION (AS DEFINED BELOW)). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY PRIOR TO THE END OF THE ACCEPTANCE PERIOD.

All authority conferred or agreed to be conferred pursuant to this Letter of Transmittal shall not be affected by, and shall survive, the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, trustees in bankruptcy, personal representatives, successors and assigns of the undersigned, and any party to whom authority is conferred or agreed to be conferred pursuant to this Letter of Transmittal shall also be authorized to act as counterparty of the undersigned when acting under such authority. Except as stated in the Offer Document, this tender is irrevocable.

The undersigned understands and acknowledges that the acceptance for payment by the Bidder of Shares tendered pursuant to one of the procedures described in Section 13.2 of the Offer Document and in the instructions hereto will constitute a binding agreement between the undersigned and the Bidder upon the terms and subject to the conditions of the Offer.

Unless otherwise indicated herein under “Special Payment Instructions,” please issue the check for (or, if applicable, complete the wire transfer of) the purchase price of the Shares accepted for payment in the name(s) of the registered holder(s) appearing under “Description of Shares Tendered.” Similarly, unless otherwise indicated under “Special Delivery Instructions,” please mail the check for the purchase price of Shares accepted for payment to the address(es) of the registered holder(s) appearing under “Description of Shares Tendered.” If both the Special Delivery Instructions and the Special Payment Instructions are completed, please issue the check for (or, if applicable, complete the wire transfer of) the purchase price of Shares accepted for payment in the name of, and deliver such check to, the person(s) so indicated. Unless otherwise indicated herein in the box titled “Special Payment Instructions,” please credit any Shares tendered herewith or by an Agent’s Message and delivered by book-entry transfer, but which are not purchased, by crediting the account at DTC designated above. The undersigned recognizes that the Bidder has no obligation pursuant to the Special Payment Instructions to transfer any Shares from the name of the registered holder thereof if the Bidder does not accept for payment any of the Shares so tendered.

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SPECIAL PAYMENT INSTRUCTIONS
(See Instructions 1, 4, 5, and 6)

To be completed ONLY if the check for (or, if applicable, the wire transfer of) the purchase price of Shares accepted for payment (less any applicable withholding tax and without interest) is to be issued in the name of someone other than the undersigned, and/or if Shares tendered by book-entry transfer which are not accepted for payment are to be returned by credit to an account maintained at DTC other than that from which such book-entry Shares were delivered. Please print.

Issue check to:

Name:

 

(First, Middle and Last Name)

Address:

 

(Number and Street)

 

(City, State and Zip Code (and Country, if other than U.S.A.))

Taxpayer Identification Number
(Social Security Number or
Employer Identification Number):

 

☐ Credit Shares tendered by book-entry transfer that are not accepted for payment to the DTC account set forth below.

DTC Account Number:

 

SPECIAL DELIVERY INSTRUCTIONS
(See Instructions 1, 4, 5 and 6)

To be completed ONLY if the check for the purchase price of Shares accepted for payment (less any applicable withholding tax and without interest) is to be sent to someone other than the undersigned or to the undersigned at an address other than that shown in the box titled “Description of Shares Tendered” above. Please print.

Mail check to:

Name:

 

(First, Middle and Last Name)

Address:

 

(Number and Street)

 

(City, State and Zip Code (and Country, if other than U.S.A.))

Taxpayer Identification Number
(Social Security Number or
Employer Identification Number):

 

  

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WIRE INSTRUCTIONS
(See Instructions 1, 4, 5, 6 and 11)

To be completed ONLY if the shareholder elects, at such owner’s sole discretion, to receive the proceeds by wire transfer. WIRE TRANSFERS WILL BE MADE IN U.S. DOLLARS AND SHOULD BE MADE TO U.S. DOLLAR DENOMINATED BANK ACCOUNTS. A WIRE TRANSFER FEE OF USD 100.00 PER WIRE TRANSFER APPLIES, AND SUCH FEE MUST BE PAID TO THE SETTLEMENT AGENT IN ADVANCE OF ANY WIRE TRANSFER.

Bank Name:

 

Bank Country:

 

ABA/Routing Number:

 

SWIFT Code:

 

Name on Account:

 

Account Holder Country:

 

FFC Account Name:

 

FFC Account Number:

 

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IMPORTANT — SIGN HERE
(and complete the enclosed IRS Form W-9 or an appropriate IRS Form W-8, as applicable, or establish another basis for exemption from U.S. federal backup withholding. See “Important Tax Information.”)

X

Dated:

(Signature(s) of Registered Holder(s))

(Must be signed by registered holder(s) exactly as name(s) appear(s) on QIAGEN’s shareholders register, or on a security position listing, or by person(s) authorized to become registered holder(s) by documents transmitted herewith. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, please set forth such title in full and see Instruction 4.)

Name(s):

 

(Please Print)

Capacity (full title):

Address:

 

(Number and Street)

(City, State and Zip Code (and Country, if other than U.S.A.))

Area Code and Telephone Number:

 

Taxpayer Identification Number (Social Security Number or Employer Identification Number):

 

GUARANTEE OF SIGNATURE(S)
(see Instructions 1 and 4)

FOR USE BY ELIGIBLE INSTITUTIONS ONLY
Eligible Institutions: Place Medallion Guarantee in Space Below

FOR USE BY THE SETTLEMENT AGENT ONLY
(ONLY IF THE TENDERED SHARES ARE DIRECTLY REGISTERED IN THE TENDERING PERSON’S NAME IN QIAGEN’S SHAREHOLDERS REGISTER)

The Settlement Agent hereby countersigns this Letter of Transmittal on behalf of the Bidder and QIAGEN to indicate (a) acceptance by the Bidder of the transfer of the Shares validly tendered herewith and not properly withdrawn and (b) acknowledgement by QIAGEN of such transfer of such tendered Shares to the Bidder, in each case on the terms and conditions set out above; provided that this Letter of Transmittal shall not constitute acceptance by the Bidder, nor acknowledgement by QIAGEN, of such transfer of such tendered Shares if the Settlement Agent subsequently countersigns this Letter of Transmittal on behalf of the Bidder’s Assignee (as defined below).

X  Dated: 

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FOR USE BY THE SETTLEMENT AGENT ONLY IN CASE OF ASSIGNMENT BY THE BIDDER TO ASSIGNEE

(ONLY IF THE TENDERED SHARES ARE DIRECTLY REGISTERED IN THE TENDERING PERSON’S NAME IN QIAGEN’S SHAREHOLDERS REGISTER)

The Settlement Agent hereby countersigns this Letter of Transmittal on behalf of

 (the “Bidder’s Assignee”),

(name of the Bidder’s assignee)

and QIAGEN to indicate (a) acceptance by the Bidder’s Assignee of the transfer of the Shares validly tendered herewith and not properly withdrawn and (b) acknowledgement by QIAGEN of such transfer of such tendered Shares to the Bidder’s Assignee, in each case on the terms and conditions set out above.

X  Dated: 

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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Offer

1. Guarantee of Signatures.   All signatures on this Letter of Transmittal (other than the Settlement Agent’s signature(s), if applicable) must be guaranteed by a financial institution (including most commercial banks, savings and loan associations and brokerage houses) that is a member of or participant in a recognized Medallion Program approved by the Securities Transfer Association, Inc., including the Security Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program and the Stock Exchanges Medallion Program, or any other “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 promulgated under the Securities Exchange Act of 1934, as amended (each of the foregoing, an “Eligible Institution”), unless (a) this Letter of Transmittal is signed by the registered holder(s) of the Shares (which term, for purposes of this document, includes any participant in any of DTC’s systems whose name appears on a security position listing as the owner of the Shares) tendered herewith and such registered holder(s) has (have) not completed the box titled “Special Payment Instructions” or the box titled “Special Delivery Instructions” on this Letter of Transmittal or (b) the Shares are tendered for the account of an Eligible Institution. See Instruction 4.

2. Delivery of Letter of Transmittal or Book-Entry Confirmations.   This Letter of Transmittal is to be completed if (a) your Shares are directly registered in your own name in QIAGEN’s shareholders register, including if you are a record holder and hold Shares in book-entry form on the books of QIAGEN’s transfer agent, or (b) your Shares are held in “street” name and are being tendered by book-entry transfer into an account maintained by the Settlement Agent at DTC, unless an Agent’s Message in lieu of this Letter of Transmittal is utilized. A manually executed facsimile of this document may be used by Eligible Institutions in lieu of the original. The following must be received by the Settlement Agent at its address set forth herein prior to the end of the Acceptance Period:

i.

if your Shares are directly registered in your own name in QIAGEN’s shareholders register, including if you are a record holder and hold Shares in book-entry form on the books of QIAGEN’s transfer agent: (A) this Letter of Transmittal, properly completed and duly executed, and (B) any other documents required by this Letter of Transmittal; or

ii.

if your Shares are held in “street” name and are being tendered by book-entry transfer into an account maintained by the Settlement Agent at DTC, (A) this Letter of Transmittal, properly completed and duly executed, or an Agent’s Message in lieu of a Letter of Transmittal, (B) a confirmation of book-entry transfer into the securities account of the Settlement Agent at DTC of the Shares tendered by book-entry transfer (“Book-Entry Confirmation”), and (C) any other documents required by this Letter of Transmittal.

Shareholders who cannot deliver all of the required documents to the Settlement Agent prior to the end of the Acceptance Period or who cannot complete the procedures for book-entry transfer prior to the end of the Acceptance Period may nevertheless tender their Shares by properly completing and duly executing a Notice of Guaranteed Delivery pursuant to the guaranteed delivery procedure set forth in Section 13.2.2 of the Offer Document. Pursuant to such procedure: (a) such tender must be made by or through an Eligible Institution, (b) a properly completed and duly executed Notice of Guaranteed Delivery substantially in the form provided by the Bidder must be received by the Settlement Agent prior to the end of the Acceptance Period, and (c) a properly completed and duly executed Letter of Transmittal (or facsimile thereof, or alternatively, an Agent’s Message in the case of tendering Shares held in “street” name by book-entry transfer), a Book-Entry Confirmation with respect to all tendered Shares (in the case of tendering Shares held in “street” name by book-entry transfer) and any other documents required by this Letter of Transmittal, if any, must be received by the Settlement Agent within two (2) New York Stock Exchange trading days after the date of execution of such Notice of Guaranteed Delivery.

You may elect to transfer your Shares held in the DTC system but not via Clearstream or your Shares that are directly registered in your own name in QIAGEN’s shareholders register to the system maintained by Clearstream by instructing your broker, dealer, commercial bank, trust company or other nominee to effect a transfer of such Shares to Clearstream. This transfer must occur prior to tendering such Shares into the Offer. The deadline for tendering Shares into the Offer is the end of the Acceptance Period or the Additional Acceptance Period, as applicable. If you elect to have any such Shares transfer to Clearstream, you are

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advised to allow sufficient time for such transfer. Furthermore, if you elect to have any such Shares transfer to Clearstream, such Shares must be tendered in accordance with the acceptance procedures described in Section 13.1 of the Offer Document applicable to Shares held via Clearstream. Shares that are held via Clearstream and tendered in accordance with the applicable acceptance procedures will be eligible to trade on the regulated market of the FSE (Prime Standard) under ISIN NL0014676538, as further described in Section 13.1.8 of the Offer Document.

The term “Agent’s Message” means a message, transmitted through electronic means by DTC to, and received by, the Settlement Agent and forming part of a Book-Entry Confirmation, stating that DTC has received an express acknowledgment from the DTC participant tendering the Shares that are the subject of such Book-Entry Confirmation that such participant has received and agrees to be bound by the terms of this Letter of Transmittal and that the Bidder may enforce such agreement against the participant. The term “Agent’s Message” also includes any hard copy printout evidencing such message generated by a computer terminal maintained at the Settlement Agent’s office.

For Shares to be validly tendered during any Additional Acceptance Period, the tendering shareholder must comply with the foregoing procedures, except that the required documents must be received before the expiration of the Additional Acceptance Period.

THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ANY OTHER REQUIRED DOCUMENTS (INCLUDING DELIVERY THROUGH DTC) IS AT THE SOLE COST, OPTION AND RISK OF THE TENDERING SHAREHOLDER, AND THE DELIVERY OF ALL SUCH DOCUMENTS WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE SETTLEMENT AGENT (INCLUDING, IN THE CASE OF A BOOK-ENTRY TRANSFER OF SHARES HELD IN “STREET” NAME, RECEIPT OF A BOOK-ENTRY CONFIRMATION). IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY PRIOR TO THE END OF THE ACCEPTANCE PERIOD.

No alternative, conditional or contingent tenders will be accepted. All tendering shareholders, by execution of this Letter of Transmittal (or facsimile thereof), waive any right to receive any notice of the acceptance of their Shares for payment.

All questions as to the validity, form, eligibility (including time of receipt) and acceptance for payment of the tender of any Shares hereunder, including questions as to the proper completion or execution of any Letter of Transmittal, Notice of Guaranteed Delivery or other required documents, will be determined by the Bidder in its sole and absolute discretion (which may delegate power in whole or in part to the Settlement Agent) which determination will be final and binding. The Bidder reserves the absolute right to reject any and all tenders determined by it not to be in proper form or the acceptance for payment of, or payment for, which may, in the opinion of the Bidder’s counsel, be unlawful. The Bidder also reserves the absolute right to waive any defect or irregularity in the tender of any Shares of any particular shareholder, whether or not similar defects or irregularities are waived in the case of any other shareholder. No tender will be deemed to have been validly made unless and until all defects and irregularities have been cured or waived within such time as the Bidder may reasonably determine. The Settlement Agent shall make reasonable efforts to notify any person of any defect in any Letter of Transmittal submitted to the Settlement Agent.

3. Inadequate Space.   If the space provided herein is inadequate, additional information may be provided on a separate schedule attached hereto and separately signed on each page thereof in the same manner as this Letter of Transmittal is signed.

4. Signatures on Letter of Transmittal.   If this Letter of Transmittal is signed by the registered holder(s) of the Shares tendered herewith, the signature(s) must correspond with the name(s) as written in the shareholders register of QIAGEN relating to the tendered Shares.

If any Shares tendered herewith are owned of record by two (2) or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Shares are registered in the names of different holders, it will be necessary to complete, sign and submit as many separate Letters of Transmittal as there are different registrations of those tendered Shares.

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If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, that person should so indicate when signing, and proper evidence satisfactory to the Bidder of that person’s authority so to act must be submitted.

5. Transfer Taxes.   If payment of the purchase price of any Shares purchased is to be made to any person other than the registered holder(s) or if tendered Shares are registered in the name of any person other than the person(s) signing this Letter of Transmittal, the amount of any share transfer taxes (whether imposed on the registered holder(s), or such other person, or otherwise) payable on account of the payment to such other person will be deducted from the purchase price of the tendered Shares purchased, unless evidence satisfactory to the Bidder of the payment of such taxes, or exemption therefrom, is submitted with the Letter of Transmittal.

6. Special Payment and Delivery Instructions.   If a check for the purchase price of any tendered Shares is to be issued in the name of or to be sent to a person other than the person(s) signing this Letter of Transmittal or to the person(s) signing this Letter of Transmittal but at an address other than that shown in the box titled “Description of Shares Tendered” above, the appropriate boxes on this Letter of Transmittal must be completed. Shareholders delivering Shares tendered herewith by book-entry transfer may request that Shares not purchased be credited to an account maintained at DTC as such shareholder may designate in the box titled “Special Payment Instructions” herein. If no such instructions are given, all such book-entry Shares not purchased will be returned by crediting the same account at DTC as the account from which such book-entry Shares were delivered.

7. Requests for Assistance or Additional Copies.   Questions and requests for assistance may be directed to the Information Agent at the address and telephone numbers set forth below or to a shareholder’s broker, dealer, commercial bank, trust company or other nominee. Additional copies of the Offer Document, this Letter of Transmittal, the Notice of Guaranteed Delivery and other documents related to the Offer may be obtained from the Information Agent for free.

8. Backup Withholding.   Under U.S. federal income tax laws, the Settlement Agent will be required to withhold a portion of the amount of any payments made to certain shareholders pursuant to the Offer. In order to avoid such backup withholding, each tendering shareholder or payee that is a United States person (for U.S. federal income tax purposes), must provide the Settlement Agent with such shareholder’s or payee’s correct taxpayer identification number (“TIN”) and certify that such shareholder or payee is not subject to such backup withholding by completing the attached Form W-9. Certain shareholders or payees (including, among others, certain corporations, non-resident non-U.S. individuals and non-U.S. entities) are not subject to these backup withholding and reporting requirements. A tendering shareholder who is a non-U.S. individual or a non-U.S. entity should complete, sign, and submit to the Settlement Agent the appropriate Form W-8. A Form W-8BEN may be obtained from the Settlement Agent or downloaded from the Internal Revenue Service’s website at the following address: http://www.irs.gov. Failure to complete the Form W-9 or appropriate Form W-8 will not, by itself, cause Shares to be deemed invalidly tendered, but may require the Settlement Agent to withhold a portion of the amount of any payments made of the Offer Price pursuant to the Offer.

NOTE:   FAILURE TO PROPERLY COMPLETE AND RETURN THE IRS FORM W-9 OR THE APPROPRIATE IRS FORM W-8 (OR OTHERWISE ESTABLISH A BASIS FOR EXEMPTION FROM U.S. FEDERAL BACKUP WITHHOLDING) WILL NOT, BY ITSELF, CAUSE SHARES TO BE DEEMED INVALIDLY TENDERED BUT MAY RESULT IN A U.S. FEDERAL INCOME TAX WITHHOLDING (CURRENTLY AT A RATE OF 24%) ON THE PURCHASE PRICE AND A PENALTY BEING IMPOSED BY THE IRS. PLEASE REVIEW THE “IMPORTANT TAX INFORMATION” SECTION BELOW.

9. Receipt of the Offer Price.   Tendering shareholders who hold their Shares in the DTC system or Shares that are directly registered in their name in QIAGEN’s shareholders register will receive U.S. dollars in exchange for their Shares. The Offer Price will be converted using the simple average of the two (2) WM/Reuters 4:00 p.m. (London time) fixings of the USD/EUR exchange rate on the second (2nd) and third (3rd) day prior to the date on which the Bidder accepts for exchange, and exchanges and pays the Offer Price for, all of the Shares validly tendered and not withdrawn. Shareholders should be aware that

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fluctuations in the Euro to U.S. dollar exchange rate will cause the value of U.S. dollar denominated consideration paid to them in respect of their Shares to fluctuate accordingly. The exchange rate used in connection with the Offer may not be the most favorable rate that could be obtained at the time, and the method by which that rate will be determined may not be the most favorable to tendering shareholders.

10. Waiver of Conditions.   Subject to the terms and conditions of the Business Combination Agreement (as defined in the Offer Document), the applicable rules and regulations of the Securities and Exchange Commission, and Section 21 para. 2 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz), the conditions of the Offer may be waived by the Bidder in whole or in part in its sole discretion or, if applicable, with the consent of QIAGEN.

11. Wire Transfers.   Tendering shareholders may elect, at such holder’s sole discretion, to receive payment by electronic wire transfer (rather than by bank check). If such an election is made, the applicable shareholder should complete the “Wire Instructions” box above and make the applicable wire fee payment described below to the Settlement Agent. The Settlement Agent will not be liable for wires that do not transmit through the banking system. Any funds that are returned via wire due to incorrectly supplied information will be returned to the holder in the form of a check. A wire transfer fee of USD 100.00 per wire transfer applies, and such fee must be paid to the Settlement Agent in advance of any wire transfer. Shareholders can obtain further information regarding payment of the wire transfer fee by contacting the Information Agent at its address and telephone numbers set forth on the back cover of the Offer Document and this Letter of Transmittal.

IMPORTANT:   THIS LETTER OF TRANSMITTAL, PROPERLY COMPLETED AND DULY EXECUTED (OR A MANUALLY EXECUTED FACSIMILE COPY THEREOF), OR AN AGENT’S MESSAGE, TOGETHER WITH A BOOK-ENTRY CONFIRMATION (IF APPLICABLE) OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY AND ANY OTHER REQUIRED DOCUMENTS, MUST BE RECEIVED BY THE SETTLEMENT AGENT PRIOR TO THE END OF THE ACCEPTANCE PERIOD.

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IMPORTANT TAX INFORMATION

Under U.S. federal income tax laws, to prevent U.S. federal backup withholding on payments of the purchase price with respect to Shares tendered pursuant to the Offer to a tendering shareholder that is a U.S. Holder, such shareholder is generally required to provide the Settlement Agent (as payer) with such shareholder’s correct TIN by completing the attached IRS Form W-9 and certifying, under penalties of perjury, that (a) the TIN provided on IRS Form W-9 is correct (or that such shareholder is awaiting a TIN), (b) such shareholder is a “United States person” as defined in the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and (c) such shareholder is not subject to U.S. federal backup withholding, or by otherwise establishing a basis for exemption from U.S. federal backup withholding. A TIN is generally an individual shareholder’s social security number or a non-individual shareholder’s employer identification number.

If the Settlement Agent is not provided with the correct TIN, a penalty may be imposed by the IRS and payments that are made with respect to Shares tendered pursuant to the Offer may be subject to U.S. federal backup withholding. Failure to comply truthfully with the U.S. federal backup withholding requirements may also result in the imposition of criminal and/or civil fines and penalties. If a tendering shareholder that is a U.S. Holder has not been issued a TIN and has applied for a TIN or intends to apply for a TIN in the near future, such shareholder should write “Applied for” in Part I of the IRS Form W-9. Notwithstanding that “Applied for” is written in Part I of the IRS Form W-9, the Settlement Agent will withhold tax (currently at a rate of 24%) from all reportable payments of the purchase price with respect to Shares tendered pursuant to the Offer to such shareholder until a TIN is provided to the Settlement Agent. Under certain circumstances, a shareholder’s IRS Form W-9, including its TIN, may be transferred from the Settlement Agent to the Bidder’s paying agent.

Certain shareholders (including certain corporations, non-resident non-U.S. individuals and non-U.S. entities) may not be subject to the U.S. federal backup withholding requirements. An exempt shareholder that is a U.S. Holder should provide the Settlement Agent with a properly completed IRS Form W-9 that furnishes such shareholder’s correct TIN and any applicable “exempt payee codes” in the “Exemptions” box of the IRS Form W-9. A shareholder (whether an individual or an entity) that is not a U.S. Holder may qualify as an exempt recipient by submitting to the Settlement Agent a properly completed IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI (or other applicable IRS Form W-8) certifying, under penalties of perjury, that such shareholder is not a “United States person” as defined in the Code and is the beneficial owner of payments received pursuant to the Offer. In general, a person is not a beneficial owner of income if the person receives the income as nominee, agent or custodian, or to the extent the person is a conduit whose participation in the transaction is disregarded. Please consult your tax advisor for more information. The appropriate IRS Form W-8 can be obtained from the Settlement Agent or downloaded from the IRS’s website at http://www.irs.gov.

Please consult your tax advisor for further guidance regarding the completion of IRS Form W-9, IRS Form W-8BEN, IRS Form W-8BEN-E or IRS Form W-8ECI (or other applicable IRS Form W-8) to claim exemption from U.S. federal backup withholding, or contact the Settlement Agent.

If U.S. federal backup withholding applies, the Settlement Agent is required to withhold and pay over to the IRS a portion of any payment made to a shareholder. U.S. federal backup withholding is not an additional tax. Rather, the U.S. federal income tax liability of persons subject to U.S. federal backup withholding will be reduced by the amount of tax withheld. If U.S. federal backup withholding results in an overpayment of taxes, a refund may be obtained from the IRS, provided that the required information is properly furnished to the IRS.

For additional information regarding the material U.S. federal income tax consequences of the Offer Document, see “Material U.S. Federal Income Tax Consequences” in the Offer Document.

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The Settlement Agent for the Offer is:

American Stock Transfer & Trust Company, LLC

By Courier or Mail:

American Stock Transfer & Trust Co., LLC
Operations Center
Attn: Reorganization Department
6201 15th Avenue
Brooklyn, NY 11219

By Facsimile Transmission
(for Eligible Institutions Only):
(718) 234-5001

To Confirm Facsimile via Phone:
877-248-6417

DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY TO THE SETTLEMENT AGENT.

Any questions or requests for assistance may be directed to the Information Agent at its telephone number and location listed below. Additional copies of the Offer Document, this Letter of Transmittal and other materials related to the Offer may be obtained for free from the Information Agent. You may also contact your broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offer.

The Information Agent for the Offer is:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, NY 10005

Shareholders may call toll free: (877) 297-1744
Banks and brokers may call: (212) 771-1133
Email: QGEN@dfking.com