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Quidel Corporation (NASDAQ:QDEL) (“Quidel”), a provider of rapid diagnostic testing solutions, cellular-based virology assays and molecular diagnostic systems, announced today that the previously announced acquisition of Ortho Clinical Diagnostics Holdings plc (“Ortho”) by Quidel and subsequent business combination were approved by Quidel’s stockholders at Quidel’s Special Meeting on May 16, 2022.
Subject to sanction of a scheme of arrangement to be undertaken by Ortho under Part 26 of the UK Companies Act 2006 (the “Ortho Scheme”) by the High Court of Justice of England and Wales (the “Court”) and the delivery of the order of the Court sanctioning the Ortho Scheme to the registrar and the satisfaction of other customary closing conditions, Quidel will acquire Ortho, and Quidel and Ortho will become wholly owned subsidiaries of the combined company, upon the closing of the transaction. The transaction is expected to close on May 27, 2022. Following completion of the transaction, shares of the combined company will trade on the Nasdaq Global Select Market under the symbol "QDEL."
“We are incredibly pleased to have achieved this milestone and would like to thank all of our stockholders for their show of support. There is a lot of excitement across our teams about the opportunities that the combined company is expected to create, delivering innovative diagnostic solutions to our customers as well as the value that we plan to provide our shareholders. We look forward to closing this transaction in the coming weeks and continue our work of improving patient outcomes across the globe,” said Douglas Bryant, President and Chief Executive Officer of Quidel.
Transaction Summary
Under the terms of the agreement by which Quidel will acquire Ortho, Ortho shareholders will receive $7.14 in cash and 0.1055 shares of the combined company common stock for each Ortho common share. Quidel stockholders will receive one share of the combined company common stock for each Quidel common share. If the transaction is completed, Quidel stockholders are expected to own approximately 62% of the combined company and Ortho shareholders are expected to own approximately 38% of the combined company.
