Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed, on
Pursuant to the order dated
Following the conclusion of the Court Meeting, Ortho held a virtual general
meeting of shareholders (the "General Meeting"), on
Court Meeting
Proposal No. 1-Scheme Proposal
At the Court Meeting, the Company's shareholders voted on and approved the Scheme. The proposal was approved, having receiving "for" votes from a simple majority in number of Ortho ordinary shareholders present and voting (and entitled to vote), either remotely (via the Virtual Meeting Platform) or by proxy, representing at least 75% in value of the Ortho Shares in respect of which a vote had been cast. The final voting results on this proposal were as follows:
FOR AGAINST ABSTENTIONS 194,238,944 15,655,010 0 General Meeting
Proposal No. 1-Scheme Implementation Proposal
At the General Meeting, the Company's shareholders voted on and approved a proposal to approve (a) authorization of the Ortho board of directors to take all action necessary or appropriate for carrying the Scheme into effect and (b) adoption of the amended and restated Ortho articles of association in substitution for, and to the exclusion of, Ortho's existing articles of association in order to
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facilitate the Combinations. The proposal was approved, having received "for" votes from holders of at least 75% of the outstanding Shares entitled to vote on such proposal. The final voting results on this proposal were as follows:
FOR AGAINST ABSTENTIONS 194,227,904 15,652,185 13,865
Proposal No. 2: The Non-Binding Compensation Advisory Proposal
At the General Meeting, the Company's shareholders voted on and approved a proposal to approve, on a non-binding, advisory basis, the compensation that may be paid or become payable to the Company's named executive officers that is based on or otherwise relates to the Combinations. The non-binding compensation advisory proposal was approved, having received "for" votes from holders of a majority of the votes cast at the General Meeting via the virtual meeting website or represented by proxy. The final voting results on this proposal were as follows:
FOR AGAINST ABSTENTIONS 188,964,611 20,899,054 30,289 Item 8.01 Other Events.
The
Based on the final 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
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 Company's outstanding 7.375% senior notes due 2025 and 7.250% senior notes due 2028, 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
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.
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