Quidel Corporation (NasdaqGS:QDEL) entered into a definitive agreement to acquire Ortho Clinical Diagnostics Holdings plc (NasdaqGS:OCDX) for $5.9 billion on December 22, 2021. Under the agreement, 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 held. Quidel will acquire Ortho for $24.68 per share of common stock, for a total consideration of approximately $6.0 billion. The combined company will also acquire Ortho's existing net debt of $2.0 billion. Upon completion, Ortho shareholders expected to own approximately 38% of the combined company. Out of total consideration, $1.75 billion of cash will be funded through cash on the balance sheet and incremental borrowings. In case of termination of the agreement by Quidel, a termination fee of $207.84 million to Ortho whereas in case of termination by Ortho, a termination fee of $46.9 million will be paid by Ortho to Quidel.

Following the close of the transaction, the combined company's Board of Directors will consist of 12 members, eight designated by Quidel and four 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 is subject to approval by shareholders of both Ortho and Quidel i.e. by a majority in number (the "numerosity" majority), representing at least 75% in value (the "value" majority), of each class of scheme shareholders present and voting either in person or by proxy, regulatory approvals, Exchange Listing, effectiveness of the Registration Statement, Filing with the Registrar and customary closing conditions. The transaction was unanimously approved by the Board of Directors of both Ortho and Quidel. As of January 24, 2022, Ortho announces that, as a preliminary procedural step in the process of implementing the combination, Ortho has scheduled a hearing of the High Court of Justice of England and Wales (the “UK Court”) to seek the UK Court's consent and directions to convene a meeting of Ortho shareholders as part of the scheme of arrangement of Ortho which is expected to take place on February 15, 2022. As of April 11, 2022, the Ortho Court Meeting shall be held on May 16, 2022. The transaction was subject to expiration of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, which expired on February 9, 2022. The acquisition and subsequent business combination were approved by Quidel's stockholders at Quidel's Special Meeting on May 16, 2022. On May 16, 2022, Ortho held a virtual general meeting of shareholders and approved the merger. As of May 26, 2022, the High Court of Justice of England and Wales issued an order under Part 26 of the UK Companies Act sanctioning the scheme of arrangement to be undertaken by Ortho in connection with the transaction. The transaction is expected to close in the first half of 2022. The Combinations are expected to be completed in the second quarter of 2022. As of May 16, 2022, the transaction is expected to close on May 27, 2022.

Citigroup Inc. acted as financial advisor, Perella Weinberg Partners acted as financial advisor and fairness opinion provider with a service fee of $25 million and $5 million respectively and Ryan A. Murr, Stephen I. Glover and Branden C. Berns of Gibson, Dunn & Crutcher LLP acted as legal advisors to Quidel Corporation. Anu Aiyengar, Steven Frank, Christopher Pritchard and Francesco Leuthold of J.P. Morgan Securities LLC acted as financial advisors and fairness opinion providers and David I. Brown, Bradley C. Faris, Richard Butterwick, David Raab, Sean Finn, Matthew Dewitz, Adam Kestenbaum, Jason Cruise, Luca Crocco, Jana de Chapto Dammann, Patrick Shannon, Jason Licht, Christopher Cronin, Jeffrey Chenard, Scott Forchheimer, Benjamin Berman, James Barrett, Dara Denberg, Shira Bressler, Elizabeth Richards, Eric Greig, Betty Pang, Brian Kowalski, Les Carnegie, Gail Crawford, and Heather Deixler of Latham & Watkins LLP acted as legal advisors to Ortho Clinical. Cahill Gordon & Reindel LLP acted as legal counsel to the lender in the transaction. Ortho has agreed to pay J.P. Morgan a fee of up to $50 million (but not less than $40 million), $3 million of which became payable to J.P. Morgan at the time J.P. Morgan delivered its opinion and the remainder of which is contingent and payable upon the consummation of the Combinations.

Quidel Corporation (NasdaqGS:QDEL) completed the acquisition of Ortho Clinical Diagnostics Holdings plc (NasdaqGS:OCDX) on May 27, 2022. The transaction was financed in part from the $2.75 billion senior secured term loan facility and from the $750 million revolving credit facility under the Credit Agreement. As a result of the Closing, Ortho became a wholly owned subsidiary of QuidelOrtho Corporation, which was created on the combination of Quidel Corporation and Ortho Clinical Diagnostics Holdings plc. QuidelOrtho will trade on the Nasdaq Global Select Market under the symbol “QDEL.” The registration statement was declared effective on April 11, 2022.

On the Closing Date, the following individuals were appointed as members of QuidelOrtho's board of directors: Douglas C. Bryant, Kenneth F. Buechler, Edward L. Michael, Mary Lake Polan, Ann D. Rhoads, Matthew W. Strobeck, Kenneth J. Widder, Joseph D. Wilkins Jr., Christopher M. Smith, Stephen H. Wise, Robert R. Schmidt and Evelyn Dilsaver, each of whom, other than Douglas C. Bryant and Christopher M. Smith, qualifies as an “independent director” under the applicable rules of Nasdaq. Immediately following the appointments, Joseph M. Busky resigned as the sole director of QuidelOrtho.