Quidel Corporation (Nasdaq: QDEL) (“Quidel”), a provider of
rapid diagnostic testing solutions, cellular-based virology assays
and molecular diagnostic systems, announced today that the
previously announced acquisition of Ortho Clinical Diagnostics
Holdings plc (“Ortho”) by Quidel and subsequent business
combination were approved by Quidel’s stockholders at Quidel’s
Special Meeting on May 16, 2022.
Subject to sanction of a scheme of arrangement to be undertaken
by Ortho under Part 26 of the UK Companies Act 2006 (the “Ortho
Scheme”) by the High Court of Justice of England and Wales (the
“Court”) and the delivery of the order of the Court sanctioning the
Ortho Scheme to the registrar and the satisfaction of other
customary closing conditions, Quidel will acquire Ortho, and Quidel
and Ortho will become wholly owned subsidiaries of the combined
company, upon the closing of the transaction. The transaction is
expected to close on May 27, 2022. Following completion of the
transaction, shares of the combined company will trade on the
Nasdaq Global Select Market under the symbol "QDEL."
“We are incredibly pleased to have achieved this milestone and
would like to thank all of our stockholders for their show of
support. There is a lot of excitement across our teams about the
opportunities that the combined company is expected to create,
delivering innovative diagnostic solutions to our customers as well
as the value that we plan to provide our shareholders. We look
forward to closing this transaction in the coming weeks and
continue our work of improving patient outcomes across the globe,”
said Douglas Bryant, President and Chief Executive Officer of
Quidel.
Transaction Summary
Under the terms of the agreement by which Quidel will acquire
Ortho, Ortho shareholders will receive $7.14 in cash and 0.1055
shares of the combined company common stock for each Ortho common
share. Quidel stockholders will receive one share of the combined
company common stock for each Quidel common share. If the
transaction is completed, Quidel stockholders are expected to own
approximately 62% of the combined company and Ortho shareholders
are expected to own approximately 38% of the combined company.
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.
Where You Can Find Additional Information
In connection with the proposed business combination transaction
among Quidel, Ortho and Coronado Topco, Inc. (“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, the
benefits expected from the combination 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 securing the necessary
regulatory approvals, the final approval by Ortho shareholders, the
sanction of the High Court of Justice of England and Wales and
satisfaction of other 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 Annual Report on Form 10-K
filed on February 18, 2022 and subsequent reports 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.
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version on businesswire.com: https://www.businesswire.com/news/home/20220516005936/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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