Form 8937
(December 2017)
Department of the Treasury Internal Revenue Service
Report of Organizational Actions
Affecting Basis of Securities
- See separate instructions.
OMB No. 1545-0123
Part I Reporting Issuer
1 Issuer's name | 2 Issuer's employer identification number (EIN) |
QIAGEN N.V. | 98-0391359 | |||
3 | Name of contact for additional information | 4 Telephone No. of contact | 5 | Email address of contact |
John Gilardi | ir@qiagen.com | |||
6 | Number and street (or P.O. box if mail is not delivered to street address) of contact | 7 | City, town, or post office, state, and ZIP code of contact |
Hulsterweg 82
5912 PL Venlo, The Netherlands
8 Date of action
9 Classification and description
January 29, 2024
Company common stock
10 CUSIP number
11 Serial number(s)
12 Ticker symbol
13 Account number(s)
N72482 149
N/A
QGEN
N/A
Part II Organizational Action Attach additional statements if needed. See back of form for additional questions.
14 Describe the organizational action and, if applicable, the date of the action or the date against which shareholders' ownership is measured for
the action I On January 29, 2024, QIAGEN N.V. (the "Company") engaged in a corporate transaction plan (the "Synthetic Share Repurchase Plan"). Pursuant to the Synthetic Share Repurchase Plan, each shareholder of record as of the close of business on January 29, 2024, received 0.97 shares for each Company share owned (i.e., 24.25 shares for each 25 shares owned) (the "Reverse Stock Split") and also received a payment of $1.28 per pre-Reverse Stock Split share owned by each shareholder of record (the "Distribution").
15 Describe the quantitative effect of the organizational action on the basis of the security in the hands of a U.S. taxpayer as an adjustment per
share or as a percentage of old basis I The exchange of 25 shares for 24.25 shares pursuant to the Reverse Stock Split should be non-taxable to the shareholders. Accordingly, a U.S. shareholder's aggregate tax basis in the Company common stock received in the Reverse Stock Split should equal the aggregate tax basis in the common stock surrendered for U.S. federal tax purposes. Note that this Form 8937 does not address consequences of the Distribution.
This Form 8937 does not constitute tax advice. Shareholders are urged to consult their own tax advisors regarding the particular consequences of the Synthetic Share Repurchase Plan, including the applicability and effect of all U.S. federal, state and local, and foreign tax laws.
16 Describe the calculation of the change in basis and the data that supports the calculation, such as the market values of securities and the
valuation dates I The adjusted tax basis of the shares of Company stock received in the Reverse Stock Split should be the adjusted tax basis in the shares of common stock surrendered
therefore, adjusted to reflect to the exchange ratios used in the Reverse Stock Split.
See the attachment for an example of the adjustment to tax basis in the Reverse Stock Split.
This Form 8937 does not constitute tax advice. Shareholders are urged to consult their own tax advisors regarding the particular consequences of the Synthetic Share Repurchase Plan, including the applicability and effect of all U.S. federal, state and local, and foreign
tax laws.
For Paperwork Reduction Act Notice, see the separate Instructions. | Form 8937 (12-2017) |
JSA
3W9504 1.000
Form 8937 (Rev. 12-2017) | Page 2 | ||
Part II | Organizational Action (continued) | ||
the applicable Internal Revenue Code section(s) and subsection(s) upon which the tax treatment is based I | Code Sections 1001, | ||
17 List | |||
368(a), and 358. Note that this Form 8937 does not address the tax consequences of the Distribution.
This Form 8937 does not constitute tax advice. Shareholders are urged to consult their own tax advisors regarding the particular consequences of the Synthetic Share Repurchase Plan, including the applicability and effect of all U.S. federal, state and local, and foreign tax laws.
18 Can any resulting loss be recognized? I Loss should not be recognized on the Reverse Stock Split. Note that this Form 8937 does not address the tax consequences of the Distribution.
This Form 8937 does not constitute tax advice. Shareholders are urged to consult their own tax advisors regarding the particular consequences of the Synthetic Share Repurchase Plan, including the applicability and effect of all U.S. federal, state and local, and foreign tax laws.
19 Provide any other information necessary to implement the adjustment, such as the reportable tax year I The Reverse Stock Split
was executed on January 29, 2024. For a U.S. shareholder whose taxable year is a calendar year, the reportable tax year is 2024.
Under penalties of perjury, I declare that I have examined this return, including accompanying schedules and statements, and to the best of my knowledge and belief, it is true, correct, and complete. Declaration of preparer (other than officer) is based on all information of which preparer has any knowledge.
Sign | Signature I | I | ||||||||||
Here | Date | Feb 20, 2024 | ||||||||||
Print your name IRoland Sackers | Title | I | CFO | |||||||||
Paid | Print/Type preparer's name | Preparer's signature | Date | Check | if | PTIN | ||||||
self-employed | ||||||||||||
Preparer | ||||||||||||
I | I | |||||||||||
Use Only | Firm's name | Firm's EIN | ||||||||||
Firm's address | I | Phone no. | ||||||||||
Send Form 8937 (including accompanying statements) to: Department of the Treasury, Internal Revenue Service, Ogden, UT 84201-0054
JSA
3W9505 1.000
QIAGEN NV
Synthetic share repurchase 2024 - Form 8937 Attachment
Part II, Line 16
Example: Assume a U.S. shareholder owned 360 shares of Company common stock as follows:
Date | Number of Shares | Share Basis | Aggregate Basis |
1 | 180 | $15 | $2,700 |
2 | 180 | $25 | $4,500 |
Total | 360 | $7,200 |
Pursuant to the Reverse Stock Split, such U.S. shareholder received approximately* 349.20 shares of Company common stock (360 shares x 0.97 conversion ratio). As a result, the U.S. shareholder would have: (i) 174 shares of Company common stock (180 shares x the conversion ratio, less the fractional share of 0.60) with an aggregate tax basis of $2,690.72 (or $15.46 per share, determined by dividing $2,700 by 174.60 shares) that is treated as having been acquired on Date 1; (ii) 174 shares of Company common stock with an aggregate tax basis of $4,484.54 (or $25.77 per share, determined by dividing $4,500 by 174.60 shares) that is treated as having been acquired on Date 2; and (iii) approximately* 1.20 shares of Company common stock (0.60 for Date 1 shares + 0.60 for Date 2 shares) with an aggregate tax basis of $24.74 ($7,200 - ($2,690.72 + $4,484.54)) that are divided into two equal segments to represent the basis of stock acquired on Dates 1 and 2.
Date | Number of Shares | Share Basis | Aggregate Basis |
1 | 174 | $15.46 | $2,690.72 |
2 | 174 | $25.77 | $4,484.54 |
Fractional Shares | 1.20 | $24.74 | |
Total | 349.20 | $7,200 |
Specifically, with regard to the fractional shares, the U.S. shareholder would have 1 whole share of Company Common stock with an aggregate tax basis of $20.62, with one segment thereof having a tax basis of $7.73 ($15.46 x 0.50 or 180/360) that is treated as having been acquired on Date 1 and a second segment thereof having a tax basis of $12.89 ($25.77 x 0.50 or 180/360) that is treated as having been acquired on Date 2. The fractional share (i.e., the approximate*
0.20 of Company common stock), which has an aggregate tax basis $4.12, would also have two segments, with one segment thereof having a tax basis of $1.54 ($7.73 x 0.20) that is treated as having been acquired on Date 1 and a second segment thereof having a tax basis of $2.58 ($12.89 x 0.20) that is treated as having been acquired on Date 2.
This Form 8937 does not constitute tax advice. Shareholders are urged to consult their own tax advisors regarding the particular consequences of the Plan, including the applicability and effect of all U.S. federal, state and local, and foreign tax laws.
*We note that there may be slight rounding differences.
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
Qiagen NV published this content on 21 February 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 March 2024 11:59:05 UTC.