Item 5.07 Submission of Matters to a Vote of Security Holders
As previously disclosed, on July 7, 2022, Meridian Bioscience, Inc., an Ohio
corporation ("Meridian"), on the one hand, and SD Biosensor, Inc., a corporation
with limited liability organized under the laws of the Republic of Korea,
Columbus Holding Company, a Delaware corporation ("Columbus Holding") and
Madeira Acquisition Corp., an Ohio corporation and a direct wholly owned
subsidiary of Columbus Holding ("Merger Sub"), on the other hand, entered into
an Agreement and Plan of Merger (as it may be amended, supplemented or otherwise
modified from time to time, the "Merger Agreement"). Upon the terms and subject
to the conditions set forth in the Merger Agreement, Columbus Holding will
acquire Meridian through a merger of Merger Sub with and into Meridian, with
Meridian surviving as a wholly owned subsidiary of Columbus Holding (the
"Merger").
On October 10, 2022, Meridian held a special meeting of its shareholders (the
"Special Meeting"). Meridian filed a definitive proxy statement relating to the
Special Meeting (the "Proxy Statement") with the U.S. Securities and Exchange
Commission ("SEC") on September 8, 2022. Descriptions of each of the proposals
voted upon at the Special Meeting are contained in the Proxy Statement.
As of September 2, 2022, the record date for the Special Meeting, there were
43,747,969 shares of Meridian common stock outstanding, each of which was
entitled to one vote for each proposal at the Special Meeting. At the Special
Meeting, a total of 34,957,427 shares of common stock, representing
approximately 79.9% of the shares issued and outstanding and entitled to vote,
were present virtually or by proxy, constituting a quorum to conduct business.
All of the proposals were approved by the requisite vote of Meridian's
shareholders. The final voting results are described below.
1. Proposal No. 1 - The Agreement and Plan of Merger Proposal: The shareholders
adopted the Merger Agreement by the votes set forth in the table below.
For Against Abstained
34,786,484 81,340 89,603
2. Proposal No. 2 - Named Executive Officer Merger-Related Compensation
Proposal: The shareholders approved, on a non-binding, advisory basis, the
below resolution with respect to Merger-related executive compensation by the
votes set forth in the table below. Heading references relate to headings
found in the Proxy Statement.
"RESOLVED, that the shareholders of Meridian Bioscience, Inc. ("Meridian")
approve, on a non-binding, advisory basis, the compensation that may be paid or
become payable to the named executive officers of Meridian that is based on or
otherwise relates to the merger, as disclosed pursuant to Item 402(t) of
Regulation S-K under the heading 'The Merger (Proposal 1)-Interests of
Meridian's Directors and Executive Officers in the Merger'."
For Against Abstained
28,376,461 6,452,887 128,079
In light of the approval of Proposal No. 1, Proposal No. 3 described in the
Proxy Statement (relating to the adjournment of the Special Meeting if necessary
or appropriate to solicit additional proxies in favor of Proposal No. 1) was
rendered moot and was not presented at the Special Meeting.
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Item 8.01 Other Events
Pursuant to the terms of the Merger Agreement, the completion of the Merger
remains subject to various closing conditions, including, but not limited to,
(i) the receipt of the regulatory clearances and approvals described under the
heading "The Merger (Proposal 1) - Regulatory Clearances and Approvals Required
for the Merger" of the Proxy Statement; (ii) the receipt by Meridian of the
United States Department of Justice's ("DOJ") position of the potential
liability Meridian may face as a result of the DOJ's ongoing investigation
relating to the Magellan LeadCare Product line (the "DOJ Investigation"); and
(iii) the lack of, and the reasonably unlikeliness of, a DOJ indictment of
Meridian or any of its subsidiaries on one or more felony criminal charges as a
result of the DOJ Investigation, other than in connection with a negotiated
resolution of the DOJ Investigation by Meridian in connection with the entry
into or proposed entry into a deferred prosecution agreement, in any case, where
neither Meridian nor any of its subsidiaries has been excluded from any Federal
health care program.
As of October 11, 2022, Meridian or the appropriate parties to the Merger
Agreement have obtained approval or clearances, as applicable, for all relevant
antitrust and foreign direct investment filings except for the filing related to
the Committee on Foreign Investment in the United States ("CFIUS"). The CFIUS
application was accepted for review, with October 6, 2022 constituting the first
day of the initial review period. Meridian has not yet reached a resolution with
the DOJ with respect to the DOJ Investigation; Meridian continues to actively
work with the DOJ to find a resolution to the DOJ Investigation.
As of October 11, 2022, Meridian continues to expect to complete the Merger in
the fourth calendar quarter of 2022.
FORWARD-LOOKING STATEMENTS
This communication contains "forward-looking statements" within the meaning of
the safe harbor provisions of the U.S. Private Securities Litigation Reform Act
of 1995. Forward-looking statements can be identified by words like "may,"
"will," "likely," "should," "expect," "anticipate," "future," "plan," "believe,"
"intend," "goal," "seek," "estimate," "project," "continue," and variations of
such words and similar expressions. Statements that are not historical facts are
forward-looking statements. Forward-looking statements are based on current
beliefs and assumptions that are subject to risks and uncertainties. Actual
results could differ materially from those contained in any forward-looking
statement as a result of various factors, including, without limitation:
(1) economic or other conditions in the markets in which Meridian operates,
including as a result of the COVID-19 pandemic or the Russia-Ukraine conflict;
(2) the timing, receipt and terms and conditions of any required governmental
and regulatory approvals of the proposed Merger that could reduce anticipated
benefits or cause the parties to abandon the proposed Merger; (3) the occurrence
of any event, change or other circumstances that could give rise to the
termination of the Merger Agreement; (4) the risk that the parties to the Merger
Agreement may not be able to satisfy the conditions to the proposed Merger in a
timely manner or at all; (5) risks related to distraction of Meridian's
management time from ongoing business operations due to the proposed Merger;
(6) the risk that any announcements relating to the proposed Merger could have
adverse effects on the market price of Meridian's common stock; (7) the risk of
any unexpected costs or expenses resulting from the proposed Merger or the delay
thereof; (8) the risk that the outcome of any legal proceedings related to the
proposed Merger could be material to Meridian or detrimental to the proposed
Merger; (9) the risk that Meridian may be adversely affected by other economic,
business, or competitive factors; and (10) the effect of the announcement of the
proposed Merger on the ability of Meridian to retain and hire key personnel and
maintain relationships with customers, suppliers and others with whom Meridian
does business, or on the Meridian's operating results and business generally.
Should one or more of these risks or uncertainties materialize, or should
underlying assumptions prove incorrect, actual results may vary materially from
those indicated or anticipated by these forward-looking statements. Therefore,
you should not rely on any of these forward-looking statements.
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Additional factors that may affect the future results of Meridian are set forth
in its filings with the SEC, including Meridian's most recently filed Annual
Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports
on Form 8-K and other filings with the SEC, which are available on Meridian's
website at www.investor.meridianbioscience.com and the SEC's website at
www.sec.gov, specifically under the heading "Risk Factors." The risks and
uncertainties described above are not exclusive and further information
concerning Meridian and its businesses, including factors that potentially could
materially affect its businesses, financial condition or operating results, may
emerge from time to time. Readers are urged to consider these factors carefully
in evaluating these forward-looking statements, and not to place undue reliance
on any forward-looking statements. The forward-looking statements in this
communication speak only as of the date hereof. Except as required by law,
Meridian assumes no obligation to update or revise these forward-looking
statements for any reason, even if new information becomes available in the
future.
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