ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC Item 1.01 Entry into a Material Definitive Agreement.
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Business Combination Agreement
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The Business Combination Agreement contains customary representations, warranties and covenants by the Company and Quidel. The Company and Quidel have agreed, among other things and subject to certain exceptions, that the Company and Quidel may not, directly or indirectly, solicit, engage in discussions regarding, provide confidential information to any person in relation to, enter any agreements concerning or approve or recommend alternative transaction proposals; provided, however that (i) either the Company or Quidel, as applicable, may respond to unsolicited proposals that its board of directors determines is or would reasonably be expected to lead to a superior proposal, (ii) the Company or Quidel board of directors may change its recommendation with respect to the Combinations (subject to a five (5) business day "matching" period) if such board determines that an unsolicited alternative transaction proposal is a superior proposal or in response to an unforeseeable material development if such change in recommendation is required by its fiduciary duties, and (iii) upon a change in recommendation by one party, the other party may elect to terminate the Business Combination Agreement or continue to "force the vote" at the Company's and Quidel's respective shareholder meetings, unless the change in recommendation is in response to a superior proposal that is (x) an unsolicited all cash offer and (y) is fully financed and does not include any financing condition, including any financing contingency to the right to seek specific performance, in which case the party that received the superior proposal and changed its recommendation may accept the superior proposal and terminate the Business Combination Agreement (upon entering into an agreement with respect to such superior proposal and paying the applicable termination fee described below).
Pursuant to the Business Combination Agreement, upon completion of the
Combinations, the Topco board of directors will consist of twelve members, of
which the Company will designate four, including at least two independent
directors and the Company's current Chief Executive Officer, and Quidel will
designate eight, including the chair, at least four of whom will be independent
directors. Each of the Audit Committee, the
The Business Combination Agreement may be terminated by mutual written consent
of the parties. The Business Combination Agreement also contains certain
customary termination rights, including, among others and subject to certain
conditions, the right of either party to terminate if (a) the Orca Scheme has
not become effective by
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Proposal (as defined in the Business Combination Agreement) only if that
Superior Proposal is an unconditional, fully-financed, all-cash offer and,
concurrently with such termination, the terminating party pays the other party
the applicable termination fee (
The Business Combination Agreement contains representations and warranties made by and to the parties thereto as of specific dates. The statements embodied in those representations and warranties were made for purposes of the contract between the parties and may be subject to qualifications and limitations agreed by the parties in connection with negotiating the terms of that contract. In addition, certain representations and warranties were made as of a specified date, may be subject to a contractual standard of materiality different from those generally applicable to investors, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts.
Principal Stockholders Agreement; and Letter Agreement
In connection with its entry into the Business Combination Agreement, the
Company, Quidel,
The Stockholders Agreement provides, among other things, that:
• Board Representation. So long as the Carlyle Stockholder holds at least
twelve percent (12%) of the outstanding shares of Topco ("Topco Shares"),
then the Carlyle Stockholder may nominate two (2) Topco directors. If the
Carlyle Stockholder holds more than five percent (5%) but less than
twelve percent (12%) of the Topco Shares, then it may nominate one
(1) Topco director. The Carlyle Stockholder may not nominate any Topco
directors in the event that it holds less than five percent (5%) of the
Topco Shares. In connection with the Business Combination Agreement, the
Company and the Carlyle Stockholder executed a letter agreement (the
"Letter Agreement") pursuant to which the Company agrees that, at
Closing, the Company designees to the Topco board of directors will
include two Carlyle nominees.
• Registration Rights. The Stockholders Agreement grants the Carlyle
Stockholder registrations rights, including demand rights and piggyback
rights, each subject to certain limitations. The Carlyle Stockholder's
demand rights expire in the event that the Carlyle Stockholder owns less
than five percent (5%) of Topco Shares, and its other registration rights
expire on a holder-by-holder basis when a given Carlyle Stockholder owns
less than one percent (1%) of the Topco Shares, in each case, only if
such Carlyle Stockholder can sell its Topco shares without volume or
manner of sale restrictions under Rule 144 under the Securities Act.
• Corporate Opportunity Waiver. The Stockholders Agreement includes a
customary corporate opportunity waiver provision, duly adopted by the
Topco board of directors.
• Information Rights. The Stockholder Agreement provides the Carlyle
Stockholders with (i) customary rights to financial information so long
as the Carlyle Stockholder holds more than five percent (5%) of the Topco
Shares, and (ii) additional access to information and Topco management so
long as the Carlyle Stockholder holds more than ten percent (10%) of the
Topco Shares.
Irrevocable Undertaking
In connection with its entry into the Business Combination Agreement, the Company has received from the Carlyle Stockholder a deed of irrevocable . . .
Item 7.01. Regulation FD Disclosure.
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The information furnished in this Item 7.01 and the accompanying Exhibit 99.1 will not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor will it be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this Item 7.01 and the accompanying Exhibit 99.1 is not intended to, and does not, constitute a determination or admission by the Company that the information in this Item 7.01 and the accompanying Exhibit 99.1 is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Exhibit 2.1* Business Combination Agreement, datedDecember 22, 2021 , by and between the Company and Quidel. 10.1 Stockholders Agreement, datedDecember 22, 2021 , by and between the Company, Topco, Quidel and the Carlyle Stockholder. 10.2 Letter Agreement, datedDecember 22, 2021 , by and between the Company and the Carlyle Stockholder 10.3 Form of Irrevocable Undertaking. 99.1 Joint Press Release issued byOrtho Clinical Diagnostics and Quidel Corporation. 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document.
* Certain exhibits and schedules have been omitted pursuant to Item 601(b)(2) of
Regulation S-K.
any of the omitted exhibits and schedules upon request by the
however, that the Company may request confidential treatment pursuant to
Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any exhibits
or schedules so furnished. NO OFFER OR SOLICITATION
The information in this communication is for informational purposes only and is neither an offer to purchase, nor a solicitation of an offer to sell, subscribe for or buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to or in connection with the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the proposed business combination transaction among Quidel,
the Company and Topco, Topco will file a registration statement on Form S-4 with
the
YOU ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) WHEN IT BECOMES AVAILABLE AND THE OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT QUIDEL, THE COMPANY AND THE PROPOSED TRANSACTION.
The joint proxy statement/prospectus will be mailed to Quidel's stockholders and
the Company's shareholders when available. You will also be able to obtain the
joint proxy statement/prospectus (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 (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,
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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
proxy statement on Schedule 14A filed on
FORWARD-LOOKING STATEMENTS
This announcement 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 document 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, the benefits of the business combination transaction involving Quidel, The Company and Topco, including the combined company's future financial and operating results, plans, objectives, expectations and intentions and other statements that are not historical facts. Such statements are based upon the current beliefs and expectations of Quidel's and the Company'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 transaction on the proposed terms or on the anticipated timeline, or at
all, including risks and uncertainties related to securing the necessary
regulatory and stockholder approvals, the sanction of the
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 or the Company undertakes an obligation to update any of the forward-looking information included in this document, 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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