Litigation Relating to the Merger
As
previously disclosed, on July 7, 2022, Meridian Bioscience, Inc., a corporation organized under the laws of Ohio (Meridian), on the one hand, and SD Biosensor, Inc., a corporation with limited liability organized under the laws of
the Republic of Korea, Columbus Holding Company, a corporation organized under the laws of Delaware (Columbus Holding) and Madeira Acquisition Corp., a corporation organized under the laws of Ohio and a direct wholly owned subsidiary of
Parent (Merger Sub), on the other hand, entered into an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise modified from time to time, the merger agreement). Upon the terms and subject to the
conditions set forth in the merger agreement, Columbus Holding will acquire Meridian through a merger of Merger Sub with and into Meridian, with Meridian surviving as a wholly owned subsidiary of Columbus Holding (the Transaction).
On August 25, 2022, Meridian filed with the U.S. Securities and Exchange Commission (the SEC) a preliminary proxy statement
on Schedule 14A relating to the special meeting of Meridian shareholders to be held on October 10, 2022 (the Preliminary Proxy Statement) to, among other things, vote on a proposal to adopt the merger agreement. Meridian
subsequently, on September 8, 2022, filed a definitive proxy statement (the Definitive Proxy Statement, and collectively with the Preliminary Proxy Statement, the Proxy Statement).
As of September 30, 2022, five lawsuits have been filed in federal court (collectively, the Lawsuits), against Meridian and
the members of the Meridian Board (collectively, the Defendants), each relating to the Transaction. The Lawsuits are, in the order they were filed: Warren v. Meridian Bioscience, Inc. et al, No. 1:22-cv-07727 (S.D.N.Y. Sept. 9, 2022); Stein v. Meridian Bioscience, Inc. et al, 1:22-cv-07814 (S.D.N.Y. Sept. 13,
2022); Coffman v. Meridian Bioscience, Inc. et al, 1:22-cv-07984 (S.D.N.Y. Sept. 19, 2022); Morgan v. Meridian Bioscience, Inc. et al, 1:22-cv-08057 (S.D.N.Y. Sept. 21, 2022) and Scott v. Meridian Bioscience, Inc. et al,
1:22-cv-08114 (S.D.N.Y. Sept. 22, 2022). Additionally, eight purported Meridian shareholders sent demand letters, dated September 1, 2022, September 3, 2022,
September 16, 2022, September 16, 2022, September 21, 2022, September 22, 2022, September 23, 2022 and September 26, 2022, respectively (collectively, the Demand Letters, and together with the Lawsuits, the
Actions), but none of these individuals have yet filed suit.
The Actions generally allege that the Proxy Statement
misrepresents and/or omits certain purportedly material information and assert violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended, and the rules promulgated thereunder. The alleged material misstatements and
omissions relate to, among other topics, the opinion of Rothschild & Co US Inc. (Rothschild & Co), Meridians financial advisor in connection with the Transaction; the financial projections provided by Meridian
management; and certain background events that occurred in connection with entering into the Transaction.
Among other relief, the
plaintiffs in the Actions seek injunctive relief, including directing Meridian to disclose the allegedly omitted material information, enjoining the Transaction unless and until Meridian discloses the allegedly omitted material information,
rescinding the Transaction in the event the Transaction is consummated and awarding rescissory damages and an award of attorneys fees and expenses.
Meridian and the Meridian Board deny the allegations in the Actions and deny any alleged violations of law or any legal or equitable duty. The
Defendants believe that the Actions are without merit, and that no further disclosure is required under applicable law. Nonetheless, solely to avoid the costs, risks, and uncertainties inherent in litigation and to avoid the risk of litigation
delaying or adversely affecting the Transaction, and without admitting any liability or that the supplemental disclosures below are material or otherwise required by law, Meridian and the Meridian Board are voluntarily making supplemental
disclosures (the supplemental disclosures) related to the Transaction, as set forth herein.