Strategic, transformational acquisition
advances Quidel’s global leadership in diagnostics
Transaction Highlights
- Brings together highly complementary diagnostic portfolios with
world-class technologies and platforms spanning high-throughput
systems to near-patient and at-home testing.
- Provides Quidel’s expansive point-of-care diagnostics portfolio
with access to Ortho’s broad global reach across 130-plus
countries, accelerating growth for Quidel’s existing product
portfolio and providing exposure to new, emerging markets.
- Deepens innovation pipeline, diversifies product portfolio, and
accelerates product growth, driving sustainable revenue in a
combined total addressable market of $50 billion.
- Increases financial flexibility with combined estimated cost
synergies of $90 million by end of year three, and revenue
synergies in excess of $100 million by 2025, as well as
opportunities for adjusted EBITDA margin expansion, supporting
enhanced cash generation.
Quidel Corporation (NASDAQ: QDEL) (“Quidel”) and Ortho Clinical
Diagnostics Holdings plc (NASDAQ: OCDX) (“Ortho”) today announced
that they have entered into a definitive agreement in which Quidel
will acquire Ortho, one of the world’s largest in vitro diagnostics
companies, for $24.68 per share of common stock using a combination
of cash and newly issued shares in the combined company,
representing a 25% premium over Ortho’s closing price on December
22, 2021 and an equity value of approximately $6.0 billion. The
transaction is expected to close during the first half of fiscal
year 2022, subject to customary closing conditions.
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“The combination with Ortho will help solidify Quidel as a
leader in the diagnostics industry, bringing together innovative,
complementary products, solutions, and services that enhance the
health and well-being of patients across the globe,” said Douglas
Bryant, President and Chief Executive Officer of Quidel, who will
serve as Chairman and Chief Executive Officer of the combined
company. “Establishing a stronger leadership position, we expect
the combined company will emerge as a global player with top-tier
R&D capabilities, a more diverse product pipeline, and broader
geographic footprint. Importantly, our complementary cultures are
underpinned by a commitment to our customers, patients, and the
communities we serve, reinforcing our confidence in the long-term
value creation of this transaction. We are impressed by what Ortho
has accomplished for patients. We look forward to joining together
to continue the strong patient focus that is core to our mission,
creating an organization with a shared goal of discovering,
developing, and delivering innovative solutions to our
customers.”
“Quidel shares our commitment to customers and passion for the
patients we serve. By bringing together Quidel’s point-of-care
diagnostics with Ortho’s vast global reach, there is a substantial
opportunity to capitalize on the cross-selling opportunities, move
into attractive adjacent markets, and accelerate innovative product
expansion and the development of molecular technologies,” said
Chris Smith, Chairman and Chief Executive Officer of Ortho.
“Together, we will continue to advance life-changing diagnostic
solutions to improve patient outcomes and deliver economic benefits
to the healthcare system.”
The combined organization will unite world-class technologies
and platforms to benefit customers with expanded access to clinical
chemistry, immunoassay, molecular diagnostics, immunohematology,
donor screening, and point-of-care diagnostics offerings. Further,
the combined company will be poised to meet patient testing needs
at all points of the care continuum – reference labs, hospitals,
physicians’ offices, urgent care centers and at-home / retail
locations. With complementary areas of focus, the combined company
will also operate with global reach and scale, maintaining the
speed and agility that is fundamental to enhance Quidel’s current
strategic approach.
Transaction Benefits
- Balanced and diversified product portfolio across diagnostic
instruments and assays. The companies’ highly complementary,
world-class product and service offerings provide opportunities to
capture significant growth globally while enhancing cross-selling
opportunities across a diversified customer and channel mix. The
transaction provides Quidel with ample whitespace opportunity to
capture demand in emerging markets through telehealth technology
and digital health capabilities, utilizing Ortho’s strong customer
relationships and providing greater patient access to point-of-care
diagnostic products.
- Highly synergistic opportunities create significant
shareholder value creation. The transaction is expected to
generate substantial synergies on both the top- and bottom-line.
Quidel anticipates that the combined company will realize
approximately $90 million of run-rate cost-related synergies,
excluding one-time costs, by the end of year three, driven
primarily from operational efficiencies, supply chain optimization,
and shared administrative functions, including public company
costs. In addition, given Ortho’s enhanced global commercial reach
and expansive product portfolio, Quidel expects to drive strong
cross-selling revenue synergies in excess of $100 million by 2025
and meaningful adjusted EBITDA benefits.
- Complementary cultures with a commitment to providing
world-class products and services. Both Quidel and Ortho have
talented and experienced employees who share a commitment to
customers, patients, and the communities the companies serve. This
combination is expected to benefit patients, customers, and
suppliers, and provide greater opportunities for the approximately
6,000 employees of both companies.
- Robust, more diverse product pipeline and enhanced R&D
capabilities. The transaction is expected to accelerate an
innovative pipeline and milestone execution through complementary
capabilities and product development synergies. The combined
product portfolio, supported by an established global commercial
infrastructure and distribution footprint, positions Quidel to
capitalize on strong secular growth drivers.
- Strong balance sheet with significant cash generation.
After accounting for financing of the transaction, the combined
company has a pro forma net debt-to-adjusted EBITDA of less than
two-times as of TTM third quarter 2021. Expected strong operating
cash flow and margin enhancement opportunities will enable Quidel
to pursue organic and inorganic growth.
Transaction Details
Under the terms of the agreement, which was unanimously approved
by the Board of Directors of each company, Quidel will acquire
Ortho for $24.68 per share of common stock, for a total
consideration of approximately $6.0 billion, including $1.75
billion of cash, funded through cash on the balance sheet and
incremental borrowings. The combined company will also acquire
Ortho’s existing net debt of $2.0 billion.
Ortho shareholders will receive $7.14 in cash per common share
and 0.1055 shares of common stock in the combined company for each
Ortho common share, with Ortho shareholders expected to own
approximately 38% of the combined company. This represents an
implied premium of 25% when compared to Ortho’s unaffected closing
stock price on December 22, 2021.
Following the close of the transaction, the combined company’s
Board of Directors will consist of 12 members, eight (8) designated
by Quidel and four (4) designated by Ortho. Quidel’s current
President and Chief Executive Officer, Douglas Bryant, will serve
as Chairman and Chief Executive Officer of the combined company.
Joseph M. Busky will be the Chief Financial Officer, Robert
Bujarski will be President and Chief Operating Officer, and Michael
Iskra will be Chief Commercial Officer.
The transaction, which is subject to approval by both companies’
shareholders as well as customary closing conditions and regulatory
approvals, is expected to close in the first half of 2022.
Advisors
Quidel’s financial advisors in connection with this acquisition
are Perella Weinberg Partners LP and Citi, and its legal advisor is
Gibson, Dunn & Crutcher LLP.
Ortho’s exclusive financial advisor is J.P. Morgan Securities
LLC, and its legal advisor is Latham & Watkins LLP.
Conference Call Information
Quidel management will host a conference call to discuss the
transaction today beginning at 8:30 a.m. Eastern Time (5:30 a.m.
Pacific Time). The conference call may be accessed by dialing (844)
200-6205 from the U.S. or (929) 526-1599 if dialing internationally
and using the required pass code 180-525.
To join the live webcast, participants may click the following
link directly:
https://event.on24.com/wcc/r/3578343/A9A0A0558343FD8A113A45315FB34143,
or access the event via the Investor Relations section of Quidel’s
website (http://ir.quidel.com).
The website replay will be available for one year. The telephone
replay will be available for 14 days beginning at 10:30 a.m.
Eastern Time (7:30 a.m. Pacific Time) on December 23, 2021 by
dialing 929-458-6194 from the U.S., or by dialing +44-204-525-0658
for international callers, and entering pass code 931-178.
About Quidel Corporation
Quidel Corporation (Nasdaq: QDEL) is a leading manufacturer of
diagnostic solutions at the point of care, delivering a continuum
of rapid testing technologies that further improve the quality of
health care throughout the globe. An innovator for over 40 years in
the medical device industry, Quidel pioneered the first FDA-cleared
point-of-care test for influenza in 1999 and was the first to
market a rapid SARS-CoV-2 antigen test in the U.S. Under trusted
brand names Sofia®, Solana®, Lyra®, Triage® and QuickVue®, Quidel’s
comprehensive product portfolio includes tests for a wide range of
infectious diseases, cardiac and autoimmune biomarkers, as well as
a host of products to detect COVID-19. With products made in
America, Quidel’s mission is to provide patients with immediate and
frequent access to highly accurate, affordable testing for the good
of our families, our communities and the world. For more
information about Quidel, visit quidel.com.
View our story told by our people at
www.quidel.com/ourstory.
About Ortho Clinical Diagnostics
Ortho Clinical Diagnostics (Nasdaq: OCDX) is one of the world’s
largest pure-play in vitro diagnostics (IVD) companies dedicated to
transforming patient care.
More than 800,000 patients across the world are impacted by
Ortho’s tests each day. Because Every Test Is A Life™, Ortho
provides hospitals, hospital networks, clinical laboratories and
blood banks around the world with innovative technology and tools
to ensure test results are fast, accurate and reliable. Ortho's
customized solutions enhance clinical outcomes, improve efficiency,
overcome lab staffing challenges and reduce costs.
From launching the first product to determine Rh+ or Rh- blood
type, developing the world’s first tests for the detection of
antibodies against HIV and hepatitis C, introducing patented
dry-slide technology, and marketing the first U.S. Food and Drug
Administration-authorized high-volume antibody and antigen tests
for COVID-19, Ortho has been a pioneering leader in the IVD space
for over 80 years.
The company is powered by Ortho Care® Service and Support, an
award-winning, holistic program that ensures best-in-class
technical, field, and remote service and inventory support to
laboratories in more than 130 countries and territories around the
globe.
For more information, visit Ortho’s social media channels:
LinkedIn, Twitter, Facebook and YouTube.
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
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. 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, ORTHO AND THE PROPOSED TRANSACTION. The
joint proxy statement/prospectus will be mailed to Quidel’s
shareholders and 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 press release 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”, “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, 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 Quidel’s and 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 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 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. Neither Quidel or Ortho undertakes 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 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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version on businesswire.com: https://www.businesswire.com/news/home/20211223005112/en/
Quidel Contacts: Randy Steward Chief Financial Officer
(858) 552-7931 Media and Investors: Ruben Argueta (858) 646-8023
rargueta@quidel.com Ortho Clinical Diagnostics: Investors:
Bryan Brokmeier, CFA IR@orthoclinicaldiagnostics.com Media: Lisa
Hayes media@orthoclinicaldiagnostics.com
Ortho Clinical Diagnostics (NASDAQ:OCDX)
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Ortho Clinical Diagnostics (NASDAQ:OCDX)
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