- Settlement Agreement ends litigation that began in November
2017, following Quidel’s acquisition of the BNP Business from
Alere, Inc. (“Alere”)
- Quidel to receive cash payments between $70 million to $75
million per year through 2029
- Arrangement is expected to be EPS and Cash Flow neutral to the
existing supply agreement through 2029
- Further enables Quidel’s strategic focus on growing its core
business
Quidel Corporation (NASDAQ: QDEL) (“Quidel”), a provider
of rapid diagnostic testing solutions, cellular-based virology
assays and molecular diagnostic systems, today announced its entry
into agreements with Beckman Coulter resolving the ongoing
litigation with Beckman Coulter and providing for the transition of
the BNP Business to Beckman Coulter. Under these agreements,
Beckman Coulter will pay Quidel cash payments of between $70
million and $75 million per year through 2029.
"We are pleased to announce this agreement as this is a major
step forward for both Quidel and Beckman Coulter, while supporting
the healthcare customers we serve," said Douglas Bryant, president
and CEO of Quidel Corporation. “The transactions resolve ongoing
litigation that began shortly after Quidel purchased the BNP
Business from Alere in October 2017. Entry into the agreements
enable us to focus on expanding our core businesses and executing
on our longer-term strategy while also creating a stable cash flow
stream for the remainder of the term of the existing BNP supply
agreement.”
"For Quidel, the mission of democratizing the benefits of
diagnostic testing for infectious disease, heart health and other
conditions at diverse points-of-care is our main priority and
expected to continue to drive growth for our business."
As consideration for the arrangements, including Quidel’s
continued supply to Beckman Coulter of the Quidel antibody used in
the manufacture of the BNP assay, during each of calendar years
2022 through and including 2029, Quidel will receive a minimum
payment of $70 million (with amounts of $17.5 million payable
quarterly), and a maximum payment of $75 million, with the
additional $5 million dependent on sales volume of Beckman Coulter
assays. Such minimum and maximum payments will be pro-rated for
2021, based on the period commencing on the date of the initial
commercial transition to Beckman Coulter, through December 31,
2021. The initial commercial transition, including in the US, is
expected to be completed by late August 2021.
Pursuant to a Master Agreement, in connection with the
transactions, on a country by country basis, Quidel will
discontinue offering the Quidel BNP assay and Beckman Coulter will
offer its own branded BNP assay to the market. Prior to Beckman
Coulter introducing its own branded product to the market, in
certain countries Quidel will grant Beckman Coulter exclusive
rights to distribute the Quidel branded BNP Assay. The commercial
transition in all countries is expected to be completed before the
end of 2021.
Quidel purchased the BNP Business from Alere in connection with
its acquisition by Abbott Laboratories in 2017. Under an existing
BNP Supply Agreement, Quidel provides Beckman Coulter with
antibodies and certain other components, and Beckman Coulter acts
as Quidel’s contract manufacturer for the BNP assay, which runs
exclusively on Beckman Coulter analyzers. The transition under the
Master Agreement provides stability to Quidel as a result of the
minimum payment arrangement through 2029, while providing Beckman
Coulter customers an uninterrupted supply of BNP assays.
Concurrent with entering into the Master Agreement, Quidel and
Beckman Coulter entered in a Settlement Agreement to resolve all
disputes relating to the existing BNP Supply Agreement, among other
matters. Under that agreement, within 5 business days of signing,
Beckman Coulter will dismiss with prejudice the complaint against
Quidel that was filed in the Superior Court for the County of San
Diego, California.
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. With products made in
America, 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
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the federal securities laws that involve material
risks, assumptions and uncertainties. Many possible events or
factors could affect our future results and performance, such that
our actual results and performance may differ materially from those
that may be described or implied in the forward-looking statements.
As such, no forward-looking statement can be guaranteed.
Differences in actual results and performance may arise as a result
of a number of factors including, without limitation: the impact of
the novel virus (COVID-19) global pandemic; competition; our
development of new technologies, products and markets; our reliance
on sales of our influenza and COVID-19 diagnostic tests; our
reliance on a limited number of key distributors; the financial
soundness of our customers and suppliers; acceptance of our
products among physicians and other healthcare providers and other
targeted customers; the reimbursement system currently in place and
future changes to that system; our ability to meet demand for our
products; interruptions or shortages in our supply of raw materials
and other components; costs and disruptions from failures in our
information technology and storage systems and our exposure to data
corruption, cyber-based attacks, security breaches and privacy
violations; international risks, including but not limited to,
compliance with product registration requirements, compliance with
legal requirements, tariffs, exposure to currency exchange
fluctuations and foreign currency exchange risk, longer payment
cycles, lower selling prices and greater difficulty in collecting
accounts receivable, reduced protection of intellectual property
rights, social, political and economic instability, increased
financial accounting and reporting burdens and complexities, taxes,
and diversion of lower priced international products into U.S.
market; worldwide political and social uncertainty, including
tariffs, trade wars or social tensions; our development,
acquisition and protection of proprietary technology rights;
intellectual property risks, including but not limited to,
infringement litigation, loss of our Emergency Use Authorization
from the U.S. Food and Drug Administration (the “FDA”) for our
COVID-19 products; failures or delays in receipt of new product
reviews or related to currently-marketed products by FDA or other
regulatory authorities or loss of any previously received
regulatory approvals, clearances or authorizations or other adverse
actions by regulatory authorities; funding and compliance risks
relating to government contracts, including the ability to meet key
deliverables and milestones under our NIH RADx-ATP contract;
product defects; compliance with government regulations relating to
the handling, storage and disposal of hazardous substances; our
ability to identify and successfully acquire and integrate
potential acquisition targets; risks relating to our acquisition of
Alere’s Triage and BNP Businesses; our need for additional funds to
finance our capital or operating needs; the level of our
indebtedness and deferred payment obligations; competition for and
loss of management and key personnel; our exposure to claims and
litigation that could result in significant expenses and could
ultimately result in an unfavorable outcome for us; business risks
not covered by insurance; changes in tax rates and exposure to
additional tax liabilities or assessments; and provisions in our
charter documents and Delaware law that might delay or impede
stockholder actions with respect to business combinations or
similar transactions. Forward-looking statements typically are
identified by the use of terms such as “may,” “will,” “should,”
“might,” “expect,” “anticipate,” “estimate,” “plan,” “intend,”
“goal,” “project,” “strategy,” “future,” and similar words,
although some forward-looking statements are expressed differently.
The risks described in reports and registration statements that we
file with the Securities and Exchange Commission from time to time,
should be carefully considered, including those discussed in Item
1A, “Risk Factors” and elsewhere in our Annual Report on Form 10 K
for the year ended December 31, 2020 and in our subsequent
Quarterly Reports on Form 10 Q. You are cautioned not to place
undue reliance on these forward-looking statements, which reflect
management’s analysis only as of the date of this press release.
Except as required by law, we undertake no obligation to publicly
release any revision or update of these forward-looking statements,
whether as a result of new information, future events or
otherwise.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210726005165/en/
Quidel Contact: Quidel Corporation Randy Steward Chief Financial
Officer (858) 552-7931
Media and Investors Contact: Quidel Corporation Ruben Argueta
(858) 646-8023 rargueta@quidel.com
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