Item 8.01 Other Events.
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"), pursuant to which, among
other things and subject to the terms and conditions contained therein, (i)
under the Scheme (as defined below), each issued and outstanding share of Ortho
will be acquired by a depository nominee on behalf of Topco in exchange for (x)
0.1055 shares of common stock of Topco and (y) $7.14 in cash, and (ii)
immediately after the consummation of the Scheme, U.S. Merger Sub will merge
with and into Quidel, pursuant to which each issued and outstanding share of
Quidel common stock will be converted into one share of Topco common stock, with
Quidel surviving as a wholly owned subsidiary of Topco.
Pursuant to the order dated February 16, 2022, the High Court of Justice of
England and Wales (the "Court") gave permission for a meeting (the "Court
Meeting") to be convened of the holders of shares of Ortho ordinary shares, par
value $0.00001 per share, as of May 12, 2022 (the "Voting Record Time" and such
shares, the "Shares"), for the purpose of considering and, if thought fit,
approving (with or without modification) a scheme of arrangement proposed to be
made pursuant to Part 26 of the Companies Act 2006 between Ortho and the holders
of the Scheme Shares (the "Scheme"). Ortho held the virtual Court Meeting at
Latham & Watkins LLP, 1271 Avenue of the Americas, New York, NY 10020, United
States on May 16, 2022, at 11:30 a.m. (Eastern Standard Time) and 4:30 p.m.
(London time).
Following the conclusion of the Court Meeting, Ortho held a virtual general
meeting of shareholders (the "General Meeting"), on May 16, 2022, via live
webcast.
Based on preliminary voting results, each of the resolutions at the Court
Meeting and General Meeting received the requisite approval of Ortho
shareholders. Subject to satisfaction or waiver of remaining closing conditions,
and the approval of the Court, the Combinations are expected to be consummated
on May 27, 2022. Further announcements will be made in due course, and once
finalized voting results are available.
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