Ortho Clinical Diagnostics Announces Closing of Secondary Offering of Ordinary Shares and Full Exercise of Underwriters’ Option to Purchase Additional Ordinary Shares

Rhea-AI Summary

Ortho Clinical Diagnostics Holdings announces the closing of a secondary offering of 25.3 million ordinary shares at $17.50 each, fully exercising underwriters' option for an additional 3.3 million shares. The offering was initiated by a shareholder affiliated with The Carlyle Group, resulting in Ortho no longer being classified as a "controlled company" under NASDAQ rules. The company itself did not sell any shares and received no proceeds. Goldman Sachs and J.P. Morgan acted as lead managers of the offering.

Positive

• Completion of a secondary offering indicating strong market interest.
• Ortho is no longer classified as a "controlled company," potentially enhancing its governance profile.

Negative

• The lack of proceeds from the offering may raise concerns about investor dilution and company funding.

RARITAN, N.J., Sept. 14, 2021 (GLOBE NEWSWIRE) -- Ortho Clinical Diagnostics Holdings plc (Nasdaq: OCDX) (the “Company”), one of the world’s largest pure-play in vitro diagnostics companies, today announced the closing (the “Closing”) of the previously announced underwritten secondary offering of 25,300,000 of the Company’s ordinary shares held by a selling shareholder affiliated with The Carlyle Group (the “Selling Shareholder”), which includes the full exercise by the underwriters of their option to purchase up to 3,300,000 additional ordinary shares, at a price of $17.50 per share. As a result of the Closing, the Company is no longer a “controlled company” within the meaning of the rules of the NASDAQ Global Select Market.

The Company did not sell any ordinary shares in the offering, did not receive any of the proceeds from the offering, and bore the costs associated with the sale of such ordinary shares by the Selling Shareholder, other than underwriting discounts and commissions.

Goldman Sachs & Co. LLC and J.P. Morgan acted as the joint lead book-running managers and as representatives of the underwriters for the offering. Morgan Stanley, BofA Securities, Barclays, Citigroup, Cowen, Credit Suisse, UBS Investment Bank, Evercore ISI and Piper Sandler acted as joint book-running managers, and ING, Macquarie Capital, Wolfe | Nomura Strategic Alliance, Drexel Hamilton, H.C. Wainwright & Co., Ramirez & Co., Inc. and Siebert Williams Shank acted as co-managers for the offering.

A registration statement on Form S-1, including a prospectus, relating to these securities has been declared effective by the Securities and Exchange Commission (the “SEC”). This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

The offering of these securities was made only by means of a prospectus. Copies of the final prospectus may be obtained by contacting: Goldman Sachs & Co. LLC, Attention: Prospectus Department at 200 West Street, New York, NY 10282 or by telephone at 1-866-471-2526; or J.P. Morgan Securities LLC, Attention: Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, NY 11717, by telephone: 1-866-803-9204.

About Ortho Clinical Diagnostics

Ortho Clinical Diagnostics Holdings plc (Nasdaq: OCDX) is one of the world’s largest pure-play in vitro diagnostics (IVD) companies dedicated to transforming patient care.

More than 800,000 patients across the world are impacted by Ortho’s tests each day. Because Every Test Is A Life^TM, Ortho provides hospitals, hospital networks, clinical laboratories and blood banks around the world with innovative technology and tools to ensure test results are fast, accurate and reliable. Ortho's customized solutions enhance clinical outcomes, improve efficiency, overcome lab staffing challenges and reduce costs.

From launching the first product to determine Rh+ or Rh- blood type, developing the world’s first tests for the detection of antibodies against HIV and hepatitis C, introducing patented dry-slide technology, and marketing the first U.S. Food and Drug Administration-authorized high-volume antibody and antigen tests for COVID-19, Ortho has been a pioneering leader in the IVD space for over 80 years.

The company is powered by Ortho Care^® Service and Support, an award-winning, holistic program that ensures best-in-class technical, field, and remote service and inventory support to laboratories in more than 130 countries and territories around the globe.

Media Contact:
Ortho Media Relations
media@orthoclinicaldiagnostics.com

Investor Contact:
IR@orthoclinicaldiagnostics.com

FAQ

What was the purpose of the secondary offering by OCDX?

The secondary offering was initiated by a shareholder to sell their shares and did not result in proceeds for Ortho.

What price per share was established in the OCDX offering?

The shares were offered at a price of $17.50 each.

Who managed the OCDX secondary offering?

Goldman Sachs & Co. LLC and J.P. Morgan acted as the joint lead book-running managers.

How many shares were sold in the OCDX offering?

A total of 25.3 million ordinary shares were sold, including an additional 3.3 million shares from the underwriters' option.

What does it mean for OCDX to no longer be a controlled company?

It means that Ortho Clinical Diagnostics is not primarily controlled by a single shareholder, which may enhance corporate governance.