Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on July 7, 2022, Meridian Bioscience, Inc., an Ohio
corporation ("Meridian"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with SD Biosensor, Inc., a corporation with limited
liability organized under the laws of the Republic of Korea ("SDB"), Columbus
Holding Company, a Delaware corporation ("Parent"), and Madeira Acquisition
Corp., an Ohio corporation and a direct wholly owned subsidiary of Parent
("Merger Sub", and together with SDB and Parent, the "Parent Parties," and each
individually a "Parent Party"). The Merger Agreement provides, among other
things, that, upon the terms and subject to the conditions set forth in the
Merger Agreement and in accordance with the applicable provisions of the Ohio
General Corporation Law, Merger Sub will merge with and into Meridian (the
"Merger"), with Meridian surviving the Merger as a direct wholly owned
subsidiary of Parent.
While the Merger Agreement provides for termination rights for either Meridian
or Parent if the Merger has not been consummated by 11:59 p.m. Eastern Time on
January 6, 2023 (unless certain required regulatory approvals have not been
obtained), the board of directors of Meridian has determined that it is in the
best interest of Meridian's shareholders to provide the Parent Parties
additional time to consummate the Merger in order to finalize the financing
(which is not a condition to the consummation of the Merger). Accordingly,
Meridian and the Parent Parties, on December 9, 2022, entered into a letter
agreement (the "Letter Agreement"), attached hereto as Exhibit 2.1, modifying
the Merger Agreement, such that all of the conditions to the Parent Parties'
obligation to complete the Merger have been satisfied (and are deemed to remain
satisfied through the completion of the Merger), provided that the Company is
required to comply with certain covenants in the Merger Agreement through the
completion of the Merger. Meridian and the Parent Parties also agreed to
consummate the Merger on January 31, 2023, and to waive their right to terminate
the Merger Agreement if the Merger has not been consummated by 11:59 p.m.
Eastern Time on January 6, 2023.
The foregoing description of the Letter Agreement and the amendments
contemplated thereby does not purport to be complete and is subject to, and
qualified in its entirety by, the full text of the Letter Agreement, a copy of
which is attached hereto as Exhibit 2.1, and is incorporated herein by
reference.
Item 8.01 Other Events
On December 12, 2022, Meridian issued a press release (a copy of which is
furnished herewith as Exhibit 99.1 and is incorporated by reference herein) in
connection with the Letter Agreement, announcing that the consummation of the
Merger is expected to take place on January 31, 2023.
FORWARD-LOOKING STATEMENTS
This communication contains "forward-looking statements" within the meaning of
the safe harbor provisions of the U.S. Private Securities Litigation Reform Act
of 1995. Forward-looking statements can be identified by words like "may,"
"will," "likely," "should," "expect," "anticipate," "future," "plan," "believe,"
"intend," "goal," "seek," "estimate," "project," "continue," and variations of
such words and similar expressions. Statements that are not historical facts are
forward-looking statements. Forward-looking statements are based on current
beliefs and assumptions that are subject to risks and uncertainties. Actual
results could differ materially from those contained in any forward-looking
statement as a result of various factors, including, without limitation: (1) the
anticipated date for completion of the Merger; (2) the risk that any
announcements relating to the proposed Merger, including the expected
consummation, could have adverse effects on the market price of Meridian's
common stock; (3) economic or other conditions in the markets in which Meridian
operates, including as a result of the COVID-19 pandemic or the Russia-Ukraine
conflict; (4) the occurrence of any event, change or other circumstances that
could give rise to the termination of the Merger Agreement or the Letter
Agreement; (5) the risk that Company may not be able to comply with its ongoing
covenants set forth in the Merger Agreement in a timely manner or at all;
(6) risks related to distraction of Meridian's management time from ongoing
business operations due to the proposed Merger; (7) the risk of any unexpected
costs or expenses resulting from the proposed Merger, the delay thereof or
disputes relating thereto; (8) the risk that the outcome of any legal
proceedings related to the proposed Merger could be material to Meridian or
detrimental to the proposed Merger; (9) the risk that Meridian may be adversely
affected by
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other economic, business, or competitive factors; and (10) the effect of the
announcement of the proposed Merger on the ability of Meridian to retain and
hire key personnel and maintain relationships with customers, suppliers and
others with whom Meridian does business, or on the Meridian's operating results
and business generally. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those indicated or anticipated by these forward-looking
statements. Therefore, you should not rely on any of these forward-looking
statements.
Additional factors that may affect the future results of Meridian are set forth
in its filings with the SEC, including Meridian's most recently filed Annual
Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and other filings with the SEC, which are available on Meridian's
website at www.investor.meridianbioscience.com and the SEC's website at
www.sec.gov, specifically under the heading "Risk Factors." The risks and
uncertainties described above are not exclusive and further information
concerning Meridian and its businesses, including factors that potentially could
materially affect its businesses, financial condition or operating results, may
emerge from time to time. Readers are urged to consider these factors carefully
in evaluating these forward-looking statements, and not to place undue reliance
on any forward-looking statements. The forward-looking statements in this
communication speak only as of the date hereof. Except as required by law,
Meridian assumes no obligation to update or revise these forward-looking
statements for any reason, even if new information becomes available in the
future.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
No. Exhibit Description
2.1 Letter Agreement, dated December 9, 2022, by and among Meridian
Bioscience, Inc, SD Biosensor, Inc., Columbus Holding Company, and
Madeira Acquisition Corp.
99.1 Press Release, dated December 12, 2022, issued by Meridian
Bioscience, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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