UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01 Other Events.
Further to the joint announcement that was made on December 23, 2021 by Ortho Clinical Diagnostics Holdings plc (“Ortho”) and Quidel Corporation (“Quidel”) regarding the signing of a definitive business combination agreement, on January 24, 2022, Ortho announced that it has scheduled a hearing of the High Court of Justice of England and Wales (the “UK Court”) to seek the UK Court’s consent and directions to convene a meeting of the shareholders of Ortho as part of the scheme of arrangement of Ortho proposed to be made pursuant to Part 26 of the Companies Act 2006 for the purpose of implementing the business combination. A copy of the Notice of UK Court Scheme Directions Hearing is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
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Description |
99.1 |
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Ortho Clinical Diagnostics Holdings plc Notice of UK Court Scheme Directions Hearing |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL 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, Quidel and Coronado Topco, Inc. (“Topco”) will be submitted to the shareholders of Ortho and Quidel for their consideration. Ortho 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 and Topco and a proxy statement of Ortho. Ortho and Topco also plan to file other documents with the SEC regarding the proposed transaction. Investors and security holders of ORTHO 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, 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, when and if available, can be obtained free of charge on Ortho’s website at https://www.orthoclinicaldiagnostics.com/en-us/home/or by directing a written request to OrthoCareTechnicalSolutions@orthoclinicaldiagnostics.com.
Ortho 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 in connection with the proposed transaction. Information about the directors and executive officers of Ortho 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’s 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 and Quidel generally, including those set forth in Ortho’s filings with 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 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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Ortho Clinical Diagnostics Holdings plc |
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Date: January 24, 2022 |
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By: |
/s/ Joseph M. Busky |
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Joseph M. Busky |
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Chief Financial Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
24 JANUARY 2022
ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (“ORTHO”)
NOTICE OF UK COURT SCHEME DIRECTIONS HEARING
Further to the joint announcement by Ortho and Quidel Corporation (“Quidel”) on December 23, 2021 of the signing of a definitive business combination agreement, Ortho announces that, as a preliminary procedural step in the process of implementing the combination, Ortho has scheduled a hearing of the High Court of Justice of England and Wales (the “UK Court”) to seek the UK Court’s consent and directions to convene a meeting of Ortho shareholders as part of the scheme of arrangement of Ortho proposed to be made pursuant to Part 26 of the Companies Act 2006 (the “UK Scheme”) for the purpose of implementing the business combination (the “UK Scheme Directions Hearing”).
Under the provisions of Part 26 of the Company Act 2006, a scheme of arrangement must be agreed by a majority in number (the "numerosity" majority), representing at least 75 per cent. in value (the "value" majority), of each class of scheme shareholders present and voting either in person or by proxy, together as a class at the relevant class meeting ordered to be summoned by the Court for the purposes of considering the scheme.
At the UK Scheme Directions Hearing, Ortho will seek the UK Court’s confirmation that, for the purposes of voting at the UK Court meeting of Ortho shareholders to be held in respect of the UK Scheme, Cede & Co and GTU Ops Inc. (each a “Depositary Nominee”) are treated as a single class of Ortho shareholders (the Depositary Nominees currently being Ortho’s only registered shareholders, who hold shares as nominee for Depositary Trust Company and Computershare Limited respectively). Ortho shall also seek the UK Court’s directions to confirm that on the application of the numerosity requirement, as each Depositary Nominee is required to cast votes on the UK Scheme to reflect the instructions of underlying beneficial holders of Ortho shares, each Depositary Nominee shall be treated as a registered shareholder voting in accordance with how a majority of the shares it is validly instructed by underlying beneficial shareholders to vote are cast.
The UK Scheme Directions Hearing is expected to take place on February 15, 2022. It is a matter for the UK Court as to whether the hearing is in person, virtual only using Microsoft Teams (or such other videoconferencing software as the UK Court decides) or hybrid. The time of the hearing will be set out on HM Courts & Tribunals Service’s website at www.justice.gov.uk/courts/court-lists. Ortho shareholders who wish to attend the UK Scheme Directions Hearing, or wish to instruct counsel to attend the UK Scheme Directions Hearing and to make representations to the UK Court on his or her behalf, should confirm their intention to attend by email to chanceryjudgeslisting@justice.gov.uk (with a copy to IR@orthoclinicaldiagnostics.com) specifying their name and email address, and if applicable, the name and email address of their counsel. Any requisite videoconferencing link will be provided to such parties directly by the UK Court.
You should note that this announcement has been prepared in accordance with the procedure and guidance laid down by the UK Court in Practice Statement (Companies: Schemes Of Arrangement Under Part 26 And Part 26A Of The Companies Act 2006) issued on 26 June 2020 but this announcement is not soliciting a vote in respect of any meeting of Ortho shareholders, which shall be held to seek the approval of Ortho shareholders to the UK Scheme and for which specific instructions on voting and proxy voting materials will be set forth in the definitive joint proxy statement/prospectus to be issued by Quidel and Ortho relating to the proposed business combination (the “Joint Proxy Statement”) to be mailed to Ortho shareholders of record in due course. Beneficial holders of Ortho shares will also receive instructions on how to provide voting instructions or obtain a legal proxy from their broker, bank, trust or other nominee.
Further details of the implementation process, including further detail of the expected timetable and the action to be taken by Ortho shareholders will be included in the Joint Proxy Statement which is expected to be published by Ortho and Quidel during the first quarter of 2022.
Capitalised terms used but not defined in this announcement have the meaning given in the joint announcement of the Ortho and Quidel on December 23, 2021: https://ir.orthoclinicaldiagnostics.com/news-releases/news-release-details/quidel-corporation-signs-definitive-agreement-acquire-ortho.
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.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
The documents filed with the UK Court in connection with the UK Scheme Directions Hearing will be made available on Ortho’s website at https://ir.orthoclinicaldiagnostics.com as soon as practicable after each document is filed at the UK Court in connection with the UK Scheme Directions Hearing. If any shareholders have any questions relating to UK Scheme Directions Hearing they are encouraged to make contact by emailing IR@orthoclinicaldiagnostics.com.
In connection with the proposed business combination transaction among Quidel, Ortho and Coronado Topco, Inc. (“Topco”), Topco will file a registration statement on Form S-4 with the Securities and Exchange Commission (the “Commission”) that will contain a joint proxy statement/prospectus and other relevant documents concerning the proposed transaction, including, notices of the general meeting and court meeting to be held in respect of the UK Scheme and other relevant documents concerning the proposed transaction. These documents will also be made available on Ortho’s website. 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 OR POSTED OR MADE AVAILABLE TO ORTHO SHAREHOLDERS BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT QUIDEL, ORTHO AND THE PROPOSED TRANSACTION. The joint proxy statement/prospectus will be mailed to Ortho’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 Ortho 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 Ortho 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 with the Commission on April 15, 2021. Information about Ortho’s directors and executive officers and their ownership of Ortho’s ordinary shares is set forth in Ortho’s Annual Report on Form 10-K filed with the Commission on March 19, 2021. 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, will be contained in the joint proxy statement/prospectus and other relevant materials when they are filed with the Commission.
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 press release by words such as “may”, “will”, “would”, “expect”, “anticipate”, “plan”, 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, Ortho 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 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 transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary regulatory and shareholder approvals, the sanction of the UK Court and satisfaction of other 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 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 Quidel and Ortho’s periodic reports and registration statements filed with the Commission, and will be identified under “Risk Factors” in the joint proxy statement/prospectus when it is 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. Ortho does not undertake 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 UK City Code on Takeovers and Mergers
The UK City Code on Takeovers and Mergers does not apply to the proposed business combination.
Document and Entity Information |
Jan. 24, 2022 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jan. 24, 2022 |
| Entity Registrant Name | ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC |
| Entity Central Index Key | 0001828443 |
| Entity Emerging Growth Company | false |
| Entity File Number | 001-39956 |
| Entity Tax Identification Number | 98-1574150 |
| Entity Address, Address Line One | 1001 Route 202 |
| Entity Address, City or Town | Raritan |
| Entity Address, State or Province | NJ |
| Entity Address, Postal Zip Code | 08869 |
| City Area Code | 908 |
| Local Phone Number | 218-8000 |
| Title of 12(b) Security | Ordinary shares, $0.00001 par value |
| Trading Symbol | OCDX |
| Security Exchange Name | NASDAQ |
| Entity Incorporation, State or Country Code | X0 |
| Written Communications | true |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |