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Quidel to Acquire Ortho Clinical Diagnostics in USD 6bn, Cash and Shares Deal.

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MANews-(C)2009-2021

US-based diagnostics company Quidel Corp. (NASDAQ: QDEL) has entered into a definitive agreement to acquire US-based in vitro diagnostics company Ortho Clinical Diagnostics Holdings plc (NASDAQ: OCDX) for USD 24.68 per share of common stock using a combination of cash and newly issued shares in the combined company, the company said.

The deal represents a 25% premium over Ortho's closing price on December 22, 2021 and an equity value of approximately USD 6bn.

The transaction is expected to close during the first half of fiscal year 2022, subject to customary closing conditions.

The combined organization will offer customers expanded access to clinical chemistry, immunoassay, molecular diagnostics, immunohematology, donor screening, and point-of-care diagnostics offerings.

Further, the combined company will be poised to meet patient testing needs at all points of the care continuum reference labs, hospitals, physicians' offices, urgent care centers and at-home / retail locations.

Quidel anticipates that the combined company will realize approximately USD 90m of run-rate cost-related synergies, excluding one-time costs, by the end of year three, driven primarily from operational efficiencies, supply chain optimization, and shared administrative functions, including public company costs.

In addition, given Ortho's enhanced global commercial reach and expansive product portfolio, Quidel expects to drive strong cross-selling revenue synergies in excess of USD 100m by 2025 and meaningful adjusted EBITDA benefits.

Under the terms of the agreement, which was unanimously approved by the board of directors of each company, Quidel will acquire Ortho for USD 24.68 per share of common stock, for a total consideration of approximately USD 6bn, including USD 1.75bn of cash, funded through cash on the balance sheet and incremental borrowings.

The combined company will also acquire Ortho's existing net debt of USD 2bn.

Ortho shareholders will receive USD 7.14 in cash per common share and 0.1055 shares of common stock in the...

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