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 CorporationQuidel 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 InformationIn
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 StatementsThis 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 MergersThe City
Code on Takeovers and Mergers does not apply to the proposed
business combination.
Quidel Contacts: |
Ortho Clinical Diagnostics: |
Randy StewardChief Financial
Officer(858) 552-7931 |
Investors:Bryan Brokmeier,
CFAIR@orthoclinicaldiagnostics.com |
Media and Investors:Ruben
Argueta(858) 646-8023
rargueta@quidel.com
|
Media:Lisa Hayes
media@orthoclinicaldiagnostics.com |
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