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
Ortho Clinical Diagnostics (NASDAQ:OCDX)
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