Item 7.01 Regulation FD Disclosure.
As previously announced through a press release, dated January 3, 2022, issued
by Ortho Clinical Diagnostics Holdings plc ("Ortho Clinical Diagnostics" or the
"Company"), on January 11, 2022, members of the Company's management team will
participate in the 40th Annual J.P. Morgan Healthcare Conference, with a virtual
presentation scheduled for 9:00 AM ET. A copy of the presentation, which
includes preliminary unaudited financial results for the Company's fiscal fourth
quarter and fiscal year ended January 2, 2022, is furnished with this Current
Report on Form 8-K as Exhibit 99.1.
The information contained in Item 7.01 of this Current Report on Form 8-K and
Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
Presentation by Ortho Clinical Diagnostics Holdings plc dated January
99.1 11, 2022
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document).
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or approval. The
proposed business combination transaction among Ortho Clinical Diagnostics,
Quidel Corporation ("Quidel") and Coronado Topco, Inc. ("Topco") will be
submitted to the shareholders of Ortho Clinical Diagnostics and Quidel for their
consideration. Ortho Clinical Diagnostics and Topco expect to file with the
Securities and Exchange Commission ("SEC") a registration statement on Form S-4
that will include a prospectus of Ortho Clinical Diagnostics and Topco and a
proxy statement of Ortho Clinical Diagnostics. Ortho Clinical Diagnostics and
Topco also plan to file other documents with the SEC regarding the proposed
transaction. Investors and security holders of ORTHO CLINICAL DIAGNOSTICS are
urged to read the proxy statement, prospectus and other relevant documents that
will be filed with the SEC carefully and in their entirety when they become
available because they will contain important information about the proposed
transaction. Investors and security holders will be able to obtain free copies
of the proxy statement, prospectus and other documents containing important
information about Ortho Clinical Diagnostics, Quidel and Topco, once such
documents are filed with the SEC, through the website maintained by the SEC at
http://www.sec.gov. Copies of the documents filed with the SEC by Ortho Clinical
Diagnostics, when and if available, can be obtained free of charge on Ortho
Clinical Diagnostics' website at
https://www.orthoclinicaldiagnostics.com/en-us/home/ or by directing a written
request to OrthoCareTechnicalSolutions@orthoclinicaldiagnostics.com.
Ortho Clinical Diagnostics and certain of its respective directors, executive
officers and certain members of management may be deemed to be participants in
the solicitation of proxies from the shareholders of Ortho Clinical Diagnostics
in connection with the proposed transaction. Information about the directors and
executive officers of Ortho Clinical Diagnostics is set forth in its annual
report on Form 10-K, which was filed with the SEC on March 19, 2021. Other
information regarding the participants in the proxy solicitation and a
description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the prospectus and proxy statement and other
relevant materials when and if filed with the SEC in connection with the
proposed transaction.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This document includes forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements may be identified by words such as "may," "will," "expect," "intend,"
"anticipate," "believe," "estimate," "plan," "project," "could," "should,"
"would," "continue," "seek," "intend," "target," "guidance," "outlook,"
"forecast" and other similar words. These forward-looking statements are based
on Ortho Clinical Diagnostics' current objectives, beliefs and expectations, and
they are subject to significant risks and uncertainties that may cause actual
results and financial position and timing of certain events to differ materially
from the information in the forward-looking statements. The following factors,
among others, could cause actual results and financial position and timing of
certain events to differ materially from those described in the forward-looking
statements: failure of a proposed transaction to be implemented; 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 Ortho
Clinical Diagnostics and Quidel generally, including those set forth in Ortho
Clinical Diagnostics' filings with
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the SEC, especially in the "Risk Factors" and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" section of its annual
report on Form 10-K and quarterly report on Form 10-Q, its current reports on
Form 8-K and other SEC filings, including the proxy statement and prospectus.
Any forward-looking statements speak only as of the date hereof or as of the
dates indicated in the statements. Ortho Clinical Diagnostics assumes no
obligation to publicly update or supplement any forward-looking statement to
reflect actual results, changes in assumptions or changes in other factors
affecting these forward-looking statements except as required by law.
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