Quidel and Ortho Announce Expected Closing of Ortho Transaction

Rhea-AI Summary

Quidel Corporation (NASDAQ: QDEL) and Ortho Clinical Diagnostics Holdings plc (NASDAQ: OCDX) have announced the expected closing of their business combination on May 27, 2022. The UK High Court has sanctioned the scheme of arrangement for Ortho, which will then become a wholly owned subsidiary of Coronado Topco, Inc. Following this, Quidel will also merge with Topco, leading to the creation of QuidelOrtho Corporation. The transaction includes Ortho shareholders receiving $7.14 in cash and 0.1055 shares of QuidelOrtho stock for each Ortho share.

Positive

• Expected successful closure of the merger between Quidel and Ortho on May 27, 2022.
• QuidelOrtho Corporation will enhance the product portfolio and market position of both companies.

Negative

• Completion of the transaction is subject to closing conditions and regulatory approvals.

SAN DIEGO--(BUSINESS WIRE)-- Quidel Corporation (NASDAQ: QDEL) (“Quidel”), a provider of rapid diagnostic testing solutions, cellular-based virology assays and molecular diagnostic systems, and Ortho Clinical Diagnostics Holdings plc (“Ortho”), one of the world’s larger pure-play in vitro diagnostics companies, announced today that the closing of the previously announced Ortho transaction is expected to occur on May 27, 2022.

On May 26, 2022, the High Court of Justice of England and Wales issued an order under Part 26 of the UK Companies Act sanctioning the scheme of arrangement to be undertaken by Ortho in connection with the business combinations (the “Ortho Scheme Order”). The order will become effective once the Ortho Scheme Order is duly filed with the Registrar of Companies in England and Wales, which is expected to occur on May 27, 2022, at which point Ortho will become a wholly owned subsidiary of Coronado Topco, Inc. (“Topco”). Following the effectiveness of a merger involving Quidel that will take place after the effectiveness of the Ortho Scheme Order, Quidel will also become a wholly owned subsidiary of Topco, and Topco will be renamed QuidelOrtho Corporation.

Shares of common stock of QuidelOrtho are expected to begin trading on the Nasdaq Global Select Market at the open of business on May 27, 2022 under the symbol “QDEL.” Shares of Quidel and Ortho will cease trading after the market close on May 26, 2022, and following the closing, Ortho will no longer be listed on Nasdaq. QuidelOrtho will be the successor to Quidel for purposes of the combined company’s Nasdaq listing.

Transaction Summary

Under the terms of the agreement governing the transaction, Ortho shareholders will receive $7.14 in cash and 0.1055 shares of QuidelOrtho common stock for each Ortho common share. Quidel stockholders will receive one share of QuidelOrtho common stock for each share of Quidel common stock.

About Quidel Corporation

Quidel Corporation (Nasdaq: QDEL) is a leading manufacturer of diagnostic solutions at the point of care, delivering a continuum of rapid testing technologies that further improve the quality of health care throughout the globe. An innovator for over 40 years in the medical device industry, Quidel pioneered the first FDA-cleared point-of-care test for influenza in 1999 and was the first to market a rapid SARS-CoV-2 antigen test in the U.S. Under trusted brand names Sofia®, Solana®, Lyra®, Triage® and QuickVue®, Quidel’s comprehensive product portfolio includes tests for a wide range of infectious diseases, cardiac and autoimmune biomarkers, as well as a host of products to detect COVID-19. Quidel’s mission is to provide patients with immediate and frequent access to highly accurate, affordable testing for the good of our families, our communities and the world. For more information about Quidel, visit quidel.com.

View our story told by our people at www.quidel.com/ourstory.

About Ortho Clinical Holdings, Inc.

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

More than 800,000 patients across the world are affected by Ortho’s tests each day. Because Every Test Is A Life™, 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^®, an award-winning, holistic service and support 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.

For more information, visit Ortho’s website or social media channels: LinkedIn, Twitter, Facebook and YouTube.

Where You Can Find Additional Information

In connection with the proposed business combination transaction among Quidel, Ortho and Topco, Topco has filed a registration statement on Form S-4 (File No. 333-262434) with the Securities and Exchange Commission (the “Commission”) that contains a definitive joint proxy statement/prospectus and other relevant documents concerning the proposed transaction. The registration statement, as amended, was declared effective by the Commission on April 11, 2022. Each of Quidel and Ortho commenced mailing copies of the definitive joint proxy statement/prospectus to stockholders of Quidel and Ortho, respectively, on or about April 11, 2022. Quidel and Ortho may also file other documents with the Commission regarding the proposed transaction. This communication is not a substitute for the joint proxy statement/prospectus or registration statement or for any other document that Quidel and Ortho have filed or may file with the Commission in connection with the proposed transaction. YOU ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT QUIDEL, ORTHO AND THE PROPOSED TRANSACTION. The joint proxy statement/prospectus and the other documents filed with the Commission may be obtained free of charge at the Commission’s website, www.sec.gov. In addition, you may obtain free copies of the joint proxy statement/prospectus and the other documents filed by Quidel and Ortho with the Commission by requesting them in writing from Quidel Corporation, 9975 Summers Ridge Road, San Diego, California 92121, Attention: Investor Relations, or by telephone at 858-646-8023, or from Ortho Clinical Diagnostics Holdings plc, 1001 Route 202, Raritan, New Jersey 08869, Attention: Investor Relations, or by directing a written request to SVC Ortho-SVC@SARDVERB.com.

Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. You can identify these statements and other forward-looking statements in this press release by words such as “may,” “will,” “would,” “expect,” “anticipate,” “believe,” “estimate,” “plan,” “intend,” “continue,” or similar words, expressions or the negative of such terms or other comparable terminology. These statements include, but are not limited to, our expectations regarding the timing for and consummation of the closing of the transaction and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of Quidel’s and Ortho’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: failure to complete the proposed business combination transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to satisfaction of closing conditions to consummate the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the proposed business combination transaction; the challenges and costs of closing, integrating, restructuring and achieving anticipated synergies; the ability to retain key employees; and other economic, business, competitive, and/or regulatory factors affecting the businesses of Quidel and Ortho generally. Additional risks and factors are identified under “Risk Factors” in the joint proxy statement/prospectus and in Quidel’s and Ortho’s periodic reports and registration statements filed with the Commission.

You should not rely upon forward-looking statements as predictions of future events because these statements are based on assumptions that may not come true and are speculative by their nature. Neither Quidel nor Ortho undertakes an obligation to update any of the forward-looking information included in this press release, whether as a result of new information, future events, changed expectations or otherwise, except as required by law.

The City Code on Takeovers and Mergers

The City Code on Takeovers and Mergers does not apply to the proposed business combination.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220526005565/en/

Quidel Contacts:

Randy Steward

Chief Financial Officer

(858) 552-7931

Media and Investors:

Ruben Argueta

(858) 646-8023

rargueta@quidel.com

Ortho Clinical Diagnostics:

Investors:

Bryan Brokmeier, CFA

IR@orthoclinicaldiagnostics.com

Media:

Lisa Hayes

media@orthoclinicaldiagnostics.com

Source: Quidel Corporation

FAQ

When is the expected closing date for the Quidel-Ortho transaction?

The expected closing date for the Quidel-Ortho transaction is May 27, 2022.

What will happen to Quidel and Ortho shares after the merger?

Shares of Quidel and Ortho will cease trading after market close on May 26, 2022.

What will the new stock symbol be after the merger?

The new stock symbol for the combined entity will be QDEL.

What do Ortho shareholders receive in the transaction?

Ortho shareholders will receive $7.14 in cash and 0.1055 shares of QuidelOrtho common stock for each Ortho share.