Form 8-K Ortho Clinical Diagnosti For: May 20
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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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Item 7.01 Regulation FD Disclosure.
As previously disclosed, on December 22, 2021, Ortho Clinical Diagnostics Holdings plc (“Ortho” or the “Company”), Coronado Topco, Inc., a Delaware corporation and a wholly owned subsidiary of Ortho (“Topco”), Laguna Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Topco (“U.S. Merger Sub”), Orca Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of Topco (“U.S. Holdco Sub”), Orca Holdco 2, Inc., a Delaware corporation and a wholly owned subsidiary of U.S. Holdco Sub (“U.S. Holdco Sub 2”) and Quidel Corporation, a Delaware corporation (“Quidel”) entered into a Business Combination Agreement (the “Business Combination Agreement,” and the transactions contemplated thereby, the “Combinations”).
On May 20, 2022, Ortho-Clinical Diagnostics, Inc. and Ortho-Clinical Diagnostics S.à r.l. (formerly known as Ortho-Clinical Diagnostics S.A.) (collectively, the “Issuers”), wholly owned subsidiaries of the Company, issued conditional notices of full redemption (together, the “Redemption Notices”) to holders of their outstanding 7.375% senior notes due 2025 (the “2025 Notes”) and 7.250% senior notes due 2028 (the “2028 Notes” and, together with the 2025 Notes, the “Notes”), specifying June 1, 2022 as the redemption date.
As permitted by the terms of the Notes, the Redemption Notices and the redemption of the 2025 Notes and the 2028 Notes are conditioned upon the satisfaction of certain conditions precedent, including the consummation of the Combinations and the other conditions precedent described in the Redemption Notices. The Issuers will be entitled to delay, and may delay, the redemption of the 2025 Notes and the 2028 Notes until such time as such conditions precedent are satisfied. On the closing date of the Combinations, which is expected to be May 27, 2022, the Issuers intend to satisfy and discharge their obligations under the Notes by depositing with the trustee for the Notes sufficient funds to pay the principal of, and accrued and unpaid interest on, the Notes. There can be no assurance that the redemption of the 2025 Notes and the 2028 Notes will be consummated.
This Current Report on Form 8-K does not constitute a notice of redemption with respect to the 2025 Notes or the 2028 Notes, or an offer to tender for, or purchase, any Notes or any other security. The Notes have not been and will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any other jurisdiction, and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act or the securities laws of any other jurisdiction.
The information contained in Item 7.01 of this Current Report on Form 8-K 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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This document 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, those with respect to the redemption of the Notes, the timing of the consummation of the Combinations, 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 High Court of Justice of England and Wales 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 the Company generally. Additional risks and factors are identified under “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 8, 2022 and subsequent reports filed with the Commission, and are identified under “Risk Factors” in the joint proxy statement/prospectus.
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. The Company undertakes no 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.
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: May 20, 2022 |
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By: |
/s/ Joseph M. Busky |
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Joseph M. Busky |
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Chief Financial Officer |
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