Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 1, 2022, in connection with the transactions contemplated by the
Business Combination Agreement, dated December 22, 2021, by and among Ortho
Clinical Diagnostics Holdings plc (the "Company"), Quidel Corporation
("Quidel"), Coronado Topco, Inc. ("Topco") and other parties thereto (the
"BCA"), the Company's Compensation Committee approved an amendment to
outstanding equity awards (other than for the individuals receiving the letter
agreements described below) (the "Omnibus Amendment"). The Omnibus Amendment
provides for the immediate vesting of unvested options in the event that the
option holder's service with the Company is terminated before or after the
consummation of the transactions contemplated by the BCA (the "Closing"). In
addition, pursuant to a letter agreement entered into on April 7, 2022, by and
between the Company and Michael Schlesinger, the Company's current Executive
Vice President, General Counsel and Secretary, Mr. Schlesinger will vest 100% in
his outstanding stock options upon a termination of his employment by the
Company or an affiliate, including Topco, not for cause or by Mr. Schlesinger
for good reason.
On April 3, 2022, the Company entered into a letter agreement with Christopher
Smith, the Company's current Chief Executive Officer, pursuant to which Mr.
Smith's outstanding performance-based restricted shares will vest as follows,
without regard to the original share price vesting hurdles for such restricted
shares:
•
39,385 shares will be forfeited for no consideration upon the Closing;
•
39,385 shares will vest on July 28, 2022 (or, if later, the Closing), 39,385
shares will vest on February 28, 2023 (or, if later, the Closing) and 39, 385
shares will vest on the one year anniversary of the Closing, in each case
subject to Mr. Smith's continued service with Topco or its affiliates through
such date.
Additionally, the letter agreement with Mr. Smith provides that his 159,340
time-based restricted shares will continue to vest on September 9, 2022 in
accordance with their terms subject to Mr. Smith's continued service with Topco
or its affiliates through such date. In the event that Mr. Smith is asked to
leave the board of directors of Topco following the Closing, other than as a
result of his voluntary resignation or termination or removal for cause, all
restricted shares remaining outstanding and unvested will vest.
On April 3, 2022, Topco, a wholly owned indirect subsidiary of the Company,
entered into an amended and restated Special Advisor Agreement (the "Restated
Advisor Agreement") with Christopher Smith, the Company's current Chief
Executive Officer. Prior to its restatement, the original Special Advisor
Agreement with Mr. Smith, provided that upon and subject to the consummation of
the transactions contemplated by the BCA, Mr. Smith will be engaged as a Special
Advisor to Topco. The Restated Advisor Agreement provides that any unvested
options held by Mr. Smith as of the Closing shall vest in full as of the
Closing, and that all vested stock options shall remain exercisable for a period
of three years following the Closing. In addition, the Restated Advisor
Agreement modifies the original agreement to provide that Mr. Smith and his
dependents may participate in the Company's group health plans through December
31, 2022, if the terms of such group health plans permit their participation as
of the Closing. For a period of one year following the Closing, the Company
shall pay the same portion of Mr. Smith's premiums for group health plan
coverage (including COBRA coverage) as it does for full-time employees.
The foregoing description of the Omnibus Amendment, the letter agreements with
Mr. Smith and Mr. Schlesinger, and the Restated Advisor Agreement does not
purport to be complete and is qualified in its entirety by reference to the text
of the respective agreements, which are filed as Exhibit 99.1, 99.2, 99.3, and
99.4 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
Omnibus Amendment to Award Agreements, approved by the Compensation
99.1 Committee on April 1, 2022
Letter Agreement dated April 7, 2022 between the Company and Michael
99.2 Schlesinger
Letter Agreement dated April 3, 2022 between the Company and
99.3 Christopher Smith
Amended and Restated Special Advisor Agreement dated April 3, 2022
99.4 between Christopher Smith and Coronado Topco, Inc.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed business combination transaction among Quidel,
the Company and Topco, on January 31, 2022, Topco filed a preliminary
registration statement on Form S-4 with the Securities and Exchange Commission
(the "Commission") that contains
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a joint proxy statement/prospectus and other relevant documents concerning the
proposed transaction. The joint proxy statement/prospectus is not final and may
be amended.
YOU ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY
AMENDMENTS OR SUPPLEMENTS THERETO) AND THE OTHER RELEVANT DOCUMENTS THAT HAVE
BEEN OR MAY BE FILED WITH THE COMMISSION, AS WELL AS ANY AMENDMENTS OR
SUPPLEMENTS THERETO, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR
WILL CONTAIN IMPORTANT INFORMATION ABOUT QUIDEL, THE COMPANY AND THE PROPOSED
TRANSACTION.
The definitive joint proxy statement/prospectus will be mailed to Quidel's
stockholders and the Company's shareholders when available. You can also obtain
the joint proxy statement/prospectus, the definitive version (when it becomes
available) and the other documents filed with the Commission free of charge at
the Commission's website, www.sec.gov. In addition, you may obtain free copies
of the joint proxy statement/prospectus, the definitive version (when it becomes
available) and the other documents filed by Quidel and the Company with the
Commission by requesting them in writing from Quidel Corporation, 9975 Summers
Ridge Road, San Diego, CA 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.
Quidel and the Company and their respective directors and executive officers may
be deemed under the rules of the Commission to be participants in the
solicitation of proxies. Information about Quidel's directors and executive
officers and their ownership of Quidel's common stock is set forth in Quidel's
Annual Report on Form 10-K/A filed with the Commission on March 11, 2022.
Information about the Company's directors and executive officers and their
ownership of the Company's ordinary shares is set forth in the Company's Annual
Report on Form 10-K filed with the Commission on March 19, 2022. These documents
may be obtained free of charge from the sources indicated above. Information
regarding the identity of the potential participants, and their direct or
indirect interests in the transaction, by security holdings or otherwise, is
contained in the joint proxy statement/prospectus and will be contained in other
relevant materials when they are filed with the Commission.
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