UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 1618, 2022

ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC

(Exact name of Registrant as Specified in Its Charter)


England and Wales	001-39956	98-1574150
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1001 Route 202, Raritan, New Jersey		08869
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (908) 218-8000

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Ordinary shares, $0.00001 par value

OCDX

Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 87.01 ~~Other~~Regulation ~~Events~~FD Disclosure.

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~~In toconnection ~~which,~~with ~~among~~the ~~other~~consummation ~~things~~of ~~and~~the ~~subject~~Combinations, toOrtho-Clinical ~~the~~Diagnostics, ~~terms~~Inc. and ~~conditions~~Ortho-Clinical ~~contained~~Diagnostics ~~therein,~~S.à r.l. (i)formerly ~~under~~known ~~the~~as ~~Scheme~~Ortho-Clinical Diagnostics S.A.) (ascollectively, ~~defined~~the ~~below~~“Issuers”), ~~each~~wholly ~~issued~~owned ~~and~~subsidiaries ~~outstanding share~~ of ~~Ortho~~the ~~will~~Company, beexpect ~~acquired~~to byissue aconditional ~~depository~~notices ~~nominee on behalf~~ of ~~Topco~~full inredemption ~~exchange for~~ (x)together ~~0.1055~~the ~~shares~~“Redemption ofNotices”) ~~common~~to ~~stock~~holders of ~~Topco~~their ~~and~~outstanding ~~(y) $7~~5.14375% insenior ~~cash,~~notes ~~and~~due ~~(ii)~~2025 ~~immediately after~~ (the ~~consummation~~“2025 ofNotes”) ~~the~~and ~~Scheme, U~~7.S.250% ~~Merger~~senior ~~Sub~~notes ~~will~~due ~~merge~~2028 ~~with~~(the ~~and~~“2028 ~~into~~Notes” ~~Quidel~~and, ~~pursuant~~together towith ~~which~~the ~~each~~2025 ~~issued~~Notes, ~~and~~the ~~outstanding~~“Notes”), ~~share~~specifying ofJune ~~Quidel common stock will be converted into one share of Topco common stock~~1, ~~with~~2022 ~~Quidel surviving~~ as athe ~~wholly~~redemption ~~owned subsidiary of Topco~~date.

~~Pursuant~~As topermitted by the ~~order~~terms ~~dated~~of ~~February~~the 16Notes, ~~2022,~~ the ~~High~~Redemption ~~Court~~Notices ~~of Justice of England~~ and ~~Wales (~~the ~~“Court”)~~redemption ~~gave~~of ~~permission~~the ~~for~~2025 aNotes ~~meeting~~and (the ~~“Court~~2028 ~~Meeting”)~~Notes are expected to be ~~convened~~conditioned ofupon the ~~holders~~satisfaction of ~~shares~~certain ofconditions ~~Ortho ordinary shares~~precedent, ~~par~~including ~~value~~the ~~$0.00001~~consummation ~~per share, as~~ of ~~May 12, 2022 (~~the ~~“Voting~~Combinations. ~~Record~~The ~~Time”~~Issuers ~~and~~will ~~such~~be ~~shares,~~entitled ~~the~~to ~~“Shares”)~~delay, ~~for the purpose of considering~~ and, ifmay ~~thought fit~~delay, ~~approving~~the ~~(with~~redemption ~~or without modification) a scheme~~ of ~~arrangement proposed to be made pursuant to Part 26 of~~ the ~~Companies~~2025 ~~Act~~Notes ~~2006 between Ortho~~ and the ~~holders~~2028 ofNotes ~~the~~until ~~Scheme~~such ~~Shares~~time ~~(the~~as ~~“Scheme”).~~such ~~Ortho~~conditions ~~held~~precedent ~~the~~are ~~virtual~~satisfied. ~~Court~~There ~~Meeting~~can atbe ~~Latham~~no &assurance ~~Watkins~~that ~~LLP,~~the ~~1271~~redemption ~~Avenue~~ of the ~~Americas,~~2025 ~~New~~Notes ~~York,~~and NYthe ~~10020,~~2028 ~~United~~Notes ~~States~~will onbe ~~May 16, 2022, at 11:30 a~~consummated.~~m. (Eastern Standard Time) and 4:30 p.m. (London time).~~

~~Following~~This ~~the~~Current ~~conclusion~~Report on Form 8-K does not constitute a notice of redemption with respect to the ~~Court~~2025 ~~Meeting~~Notes or the 2028 Notes, ~~Ortho~~or ~~held~~an aoffer ~~virtual~~to ~~general~~tender ~~meeting~~for, or purchase, any Notes or any other security. The Notes have not been and will not be registered under the Securities Act of ~~shareholders~~1933, as amended (the “~~General~~Securities ~~Meeting~~Act”), onor ~~May~~the ~~16,~~securities ~~2022~~laws of any other jurisdiction, ~~via~~and ~~live~~may ~~webcast~~not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act or the securities laws of any other jurisdiction.

~~Based~~The oninformation ~~preliminary~~contained ~~voting~~in ~~results,~~Item ~~each~~7.01 of ~~the~~this ~~resolutions~~Current atReport ~~the~~on ~~Court~~Form ~~Meeting~~8-K ~~and~~shall ~~General~~not ~~Meeting~~be ~~received~~deemed ~~the~~“filed” ~~requisite~~for ~~approval~~purposes of ~~Ortho~~Section ~~shareholders. Subject~~18 toof ~~satisfaction~~the orSecurities ~~waiver~~Exchange Act of ~~remaining~~1934, ~~closing~~as ~~conditions~~amended (the “Exchange Act”), ~~and~~or otherwise subject to the ~~approval~~liabilities of ~~the~~that ~~Court~~section, ~~the~~nor ~~Combinations~~shall ~~are~~it ~~expected~~be todeemed beincorporated ~~consummated~~by onreference ~~May~~in ~~27,~~any ~~2022. Further~~filing ~~announcements~~under ~~will~~the beSecurities ~~made~~Act inof ~~due~~1933, ~~course~~as amended, ~~and~~or ~~once~~the ~~finalized~~Exchange ~~voting~~Act, ~~results~~regardless ~~are~~of ~~available~~any general incorporation language in such filing.

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 Notes, 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 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 the Company generally. Additional risks and factors are identified under “Risk Factors” in the Company’s Annual Report on Form 10-K filed on March 8, 2022 and subsequent reports filed with the Commission, and are identified under “Risk Factors” in the joint proxy statement/prospectus.

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Ortho Clinical Diagnostics Holdings plc
Date: May 16, 2022	By:	/s/ Joseph M. Busky
Date: May 18, 2022	By:	/s/ Joseph M. Busky
		Joseph M. Busky
		Chief Financial Officer

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