UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

~~OF THE~~ SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 616, 2022

QUIDEL CORPORATION

(Exact name of Registrant as specified in its Charter)


Delaware	0-10961	94-2573850
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9975 Summers Ridge Road, San Diego, California 92121

(Address of principal executive offices, including zip code)

(858) 552-1100

(Registrant’s telephone number, including area code)

(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 Instruction 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 240.12a-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
Common Stock, $0.001 Par Value	QDEL	The Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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).


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.			☐

~~Emerging~~Item ~~growth~~5.07 Submission ~~company~~of ☐Matters to a Vote of Security Holders.

IfOn anMay 16, ~~emerging~~2022, ~~growth~~Quidel ~~company,~~Corporation ~~indicate~~(the by“Company”) ~~check~~held ~~mark~~a ifSpecial ~~the~~Meeting ~~registrant~~of ~~has~~Stockholders ~~elected~~(the ~~not~~"Special toMeeting"). ~~use~~The following are the ~~extended~~final ~~transition~~voting ~~period~~results ~~for~~on ~~complying~~proposals ~~with~~considered ~~any~~and ~~new~~voted orupon ~~revised~~at ~~financial~~the ~~accounting~~Special ~~standards~~Meeting, ~~provided~~all ~~pursuant~~of towhich ~~Section~~are ~~13(a)~~described ofin the Company's Joint Proxy Statement/Prospectus filed with the Securities and Exchange ~~Act.~~Commission ☐on April 11, 2022 (the "Proxy Statement").

~~Item 8.01~~Proposal ~~Other Events~~No. 1

AsThe ~~previously~~Company’s ~~disclosed,~~stockholders onapproved ~~December 22,~~and ~~2021,~~adopted ~~Quidel Corporation (~~the ~~“Company”) entered into a~~ Business Combination Agreement, ~~(the~~dated ~~“BCA”)~~December 22, 2021, by and among the Company, Ortho Clinical Diagnostics Holdings plc ~~(“Ortho”)~~, Coronado Topco, Inc. ~~(“Topco”)~~, Orca Holdco, Inc., ~~(“U.S. Holdco Sub”) and~~ Laguna Merger Sub, Inc. ~~(“U.S. Merger Sub”)~~, ~~each a wholly owned subsidiary of Topco,~~ and Orca Holdco 2, Inc., ~~a wholly owned subsidiary of U.S. Holdco Sub, which provides for a business combination of the Company and Ortho under Topco, a new holding company~~ (the ~~“Combinations”~~"BCA")., ~~Pursuant~~including to the ~~BCA,~~Quidel ~~the~~Merger ~~Combinations are expected to be implemented by way of~~ (~~i) a~~as ~~scheme~~defined ofin ~~arrangement to be undertaken by Ortho under Part 26 of~~ the UKProxy ~~Companies Act 2006 (the “Ortho Scheme”~~Statement), ~~pursuant to which each issued~~ and ~~outstanding share of Ortho will be acquired by a nominee of Topco, such that Ortho will become a wholly owned subsidiary of Topco, and (ii) a merger of U.S. Merger Sub with and into~~ the ~~Company~~transactions ~~immediately~~contemplated ~~following consummation of the Ortho Scheme~~thereby, ~~with~~by the ~~Company~~votes ~~surviving~~set ~~the~~forth ~~merger as a wholly owned subsidiary of Topco. A definitive joint proxy statement/prospectus was filed with the Securities and Exchange Commission by Topco on April 11, 2022,~~ in ~~connection with, among other things,~~ the ~~BCA~~table ~~(the~~below: ~~“Registration Statement”).~~

Certain Litigation


Votes For	Votes Against	Abstentions	Broker Non-Votes
24,175,687	10,309,045	84,537	2,402,694

AsProposal ~~previously disclosed in the Registration Statement, a lawsuit was filed by and purportedly on behalf of an alleged Company stockholder: Lahey v. Quidel Corporation, et al.,~~ No. 1:22-cv-02071 on March 14, 2022 in the United States District Court for the Southern District of New York (the “Lahey Action”). An additional lawsuit was filed by and purportedly on behalf of an alleged Company stockholder: Pryor v. Quidel Corporation, et al., No 1:22-cv-03404 on April 27, 2022 in the United States District Court for the Southern District of New York (the “Pryor Action”). 2

The ~~Lahey Action and Pryor Action name as defendants the~~ Company ~~and the members of the Company~~’s ~~board~~stockholders ofdid ~~directors.~~not ~~The~~approve, ~~Lahey~~on ~~Action~~an ~~and~~advisory ~~Pryor Action allege~~basis, ~~among other things, that the Registration Statement omits~~ certain ~~information~~compensation ~~regarding~~arrangements ~~projections~~for ~~of Ortho,~~ the Company ~~and Topco, the analyses performed by the financial advisors of the Company and Ortho, and potential conflicts of interest involving a financial advisor and the Company~~’s ~~officers~~named ~~and~~executive ~~directors.~~officers ~~The~~in ~~Lahey~~connection ~~Action~~with ~~and Pryor Action seek, among other things, injunctive relief to prevent~~ the ~~Combinations~~BCA ~~from~~by ~~closing, damages if~~ the ~~Combinations~~votes ~~close,~~set ~~declaratory~~forth ~~relief~~ in the ~~form~~table ofbelow: an updated Registration Statement, and attorneys’ fees. The Company believes these claims are entirely without merit and that the Registration Statement does not omit any material information about the Combinations.

While the Company believes that the disclosures set forth in the Registration Statement comply fully with all applicable laws and denies the allegations in the pending actions described above, in order to moot plaintiffs’ disclosure claims, avoid nuisance and possible expense and business delays, and provide additional information to its stockholders, the Company has determined voluntarily to supplement certain disclosures in Registration Statement related to plaintiffs’ claims with the supplemental disclosures set forth below (the “Supplemental Disclosures”). Nothing in the Supplemental Disclosures shall be deemed an admission of the legal merit, necessity or materiality under applicable laws of any of the disclosures set forth herein. To the contrary, the Company specifically denies all allegations in the various litigation matters that any additional disclosure was or is required or material.


Votes For	Votes Against	Abstentions	Broker Non-Votes
12,513,237	21,947,618	108,414	2,402,694

~~SUPPLEMENTAL~~Proposal ~~DISCLOSURES~~No. 3

~~This~~The ~~supplemental~~Company’s ~~information~~stockholders ~~should~~approved beany ~~read~~motion into ~~conjunction~~adjourn ~~with~~ the ~~Registration~~Special ~~Statement,~~Meeting ~~including~~to ~~the~~another ~~balance~~time ofor ~~the sections entitled “Ortho Unaudited Forward-Looking Financial Information~~place,” ~~“Quidel~~if ~~Unaudited~~necessary ~~Forward-Looking~~or ~~Financial Information~~appropriate,” ~~“Unaudited~~to ~~Pro~~solicit ~~Forma~~additional ~~Synergy~~proxies ~~Estimates~~if ~~for~~there ~~Topco,”~~are ~~and~~insufficient ~~“Discounted~~votes ~~Cash~~at ~~Flow~~the ~~Analysis.”~~time ~~Defined~~of ~~terms~~the ~~used~~Special ~~but~~Meeting ~~not~~to ~~defined~~approve in the ~~below~~BCA ~~disclosures~~by ~~have~~ the ~~meanings~~votes set forth in the ~~Registration~~table ~~Statement. Without admitting in any way that the disclosures~~ below: ~~are material or otherwise required by law, the Company makes the following amended and supplemental disclosures.~~

The section of the Registration Statement beginning on page 252 entitled: “Discounted Cash Flow Analysis” is amended and supplemented as follows:


Votes For	Votes Against	Abstentions
23,470,862	13,404,947	96,154

~~The~~Proposal ~~fourth~~No. ~~paragraph on page 253 is amended to add the following sentence at the end thereof:~~ 4

~~Perella~~The ~~Weinberg~~Company’s ~~noted~~stockholders ~~that,~~elected ~~assuming~~eight aindividuals ~~perpetuity~~to ~~growth rate of 2.5% and a 7.5% discount rate,~~ the ~~present~~Company's ~~value~~Board of ~~the~~Directors ~~terminal~~as ~~value~~set offorth ~~Ortho was approximately $7,748 million and approximately $7,639 million based on the Ortho Forecasts and the Quidel Management Projections for Ortho, respectively.~~ below:

The fourth paragraph on page 254 is amended to add the following sentence at the end thereof:


Name	Votes For	Votes Withheld	Broker Non-Votes
Douglas C. Bryant	34,402,276	166,993	2,402,694
Kenneth F. Buechler	31,719,820	2,849,449	2,402,694
Edward L. Michael	34,247,473	321,796	2,402,694
Mary Lake Polan	33,798,475	770,794	2,402,694
Ann D. Rhoads	33,984,124	585,145	2,402,694
Matthew W. Strobeck	34,465,232	104,037	2,402,694
Kenneth J. Widder	31,853,008	2,716,261	2,402,694
Joseph D. Wilkins Jr.	32,351,517	2,217,752	2,402,694

~~Perella~~Proposal ~~Weinberg noted that, assuming a perpetuity growth rate of 2~~No.5% ~~and a 7.~~5% discount rate, the present value of the terminal value of Quidel was approximately $7,120 million, approximately $6,031 million and approximately $2,659 million based on the Quidel Management Projections for Quidel (Case 1), the Quidel Management Projections for Quidel (Case 2) and the Consensus Estimates, respectively.

The ~~section~~Company’s ofstockholders ~~the~~approved, ~~Registration~~on ~~Statement~~an ~~beginning~~advisory onbasis, ~~page~~the ~~262~~compensation ~~entitled:~~of ~~“Quidel~~the ~~Management~~Company’s ~~Projections~~named ~~for~~executive ~~Quidel”~~officers isby ~~amended~~the ~~and~~votes ~~supplemented~~set asforth ~~follows~~in the table below:

Footnote two on page 263 is amended and restated in its entirety to read as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
30,084,008	4,409,637	75,624	2,402,694

~~(2)~~Proposal ~~Unlevered Free Cash Flow is calculated as EBITDA less the following estimates of taxes and capital expenditures, and adjusted for the following estimates of changes in net working capital~~No. 6

	2021E			2022E			2023E			2024E			2025E			2026E			Terminal2026E
Case I Projections of Quidel
Taxes		(140	)		(78	)		(103	)		(149	)		(197	)		(191	)		(135	)
Capital Expenditures		(266	)		(150	)		(100	)		(100	)		(100	)		(80	)		(80	)
Change in Net Working Capital		109			85			33			(27	)		(32	)		19			6
Case 2 Projections of Quidel
Taxes		(140	)		(78	)		(83	)		(112	)		(150	)		(150	)		(116	)
Capital Expenditures		(266	)		(150	)		(100	)		(100	)		(100	)		(80	)		(80	)
Change in Net Working Capital		109			85			56			(8	)		(16	)		3			1

The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2022 fiscal year by the votes set forth in the table below:

The section of the Registration Statement beginning on page 264 entitled: “Ortho Management Projections for Ortho” is amended and supplemented as follows:


Votes For	Votes Against	Abstentions
36,501,551	445,251	25,161

~~Footnote~~Proposal ~~three~~No. ~~on page 265 is amended and restated in its entirety to read as follows:~~ 7

~~(3)~~The ~~Unlevered~~Company’s ~~Free~~stockholders ~~Cash~~approved ~~Flow~~an ~~was~~amendment ~~calculated~~and byrestatement ~~J.P. Morgan, for purposes~~ of ~~its~~the ~~discounted~~Company's ~~cash~~2018 ~~flow~~Equity ~~analysis~~Incentive ~~and~~Plan ~~based~~to onincrease ~~estimates~~the ~~provided~~number byof ~~Ortho~~shares ~~management,~~available asunder ~~future~~the ~~cash~~plan ~~flows generated~~ by anthe ~~asset~~votes ~~without~~set ~~including~~forth in ~~such calculation any debt servicing costs. Specifically, unlevered free cash flow for this purpose represents Adjusted EBITDA less~~ the ~~following~~table ~~estimates of public company addbacks, taxes, capital expenditures, increases in net working capital and reagent rental instruments~~below:

	2022E		2023E			2024E		2025E		2026E
Votes For		Votes Against	Abstentions		Broker Non-Votes
Public Company Addbacks		44		19			10		10		10
33,701,535		820,855	46,879		2,402,694
Taxes		44		58			71		84		105
Capital Expenditures		60		60			60		60		60
Increases in Net Working Capital		16		10			10		10		10
Reagent Rental Instruments		135		140			140		140		140

~~For~~Proposal purposes of its discounted cash flow analyses and based on estimates provided by Ortho management, Perella Weinberg calculated Unlevered Free Cash Flow of Ortho for this purpose as EBITDA less taxes, plus depreciation and amortization, and less capital expenditures and increases in net working capital, resulting in Unlevered Free Cash Flow of approximately $313 million, $284 million, $337 million, $382 million, $425 million, $476 million and $523 million for 2021E, 2022E, 2023E, 2024E, 2025E, 2026E and the terminal year, respectivelyNo. 8

The ~~second~~Company’s ~~paragraph~~stockholders onapproved ~~page~~an ~~266~~amendment isand ~~amended~~restatement ~~and~~of ~~restated~~the inCompany's ~~its~~1983 ~~entirety~~Employee asStock ~~follows~~Purchase Plan to increase the number of shares available under the plan by the votes set forth in the table below:

As of January 3, 2021, Ortho’s net operating losses were approximately $830 million in the United States. In connection with commercial diligence, Ortho management provided to Quidel its initial estimates of the ability to utilize Ortho’s net operating losses over the projection period, which amounts were calculated as a tax benefit equal to $49 million in 2022, $53 million in 2023, $61 million in 2024, less than $1 million in 2025, and $0 thereafter. Perella Weinberg utilized these initial estimates for purposes of its financial analyses. After further internal review, Ortho management updated its estimates for purposes of the Ortho Management Projections for Ortho, calculating such tax benefit as the amount equal to, $16 million in 2022, $36 million in 2023, $50 million in 2024, $56 million in 2025 and $29 million in 2026. The updated estimates of tax benefits, which were not provided to Quidel or Perella Weinberg, were utilized by J.P. Morgan for purposes of its financial analyses.


Votes For	Votes Against	Abstentions	Broker Non-Votes
34,423,534	107,209	38,526	2,402,694

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 hereunto duly authorized.

Dated: May 6 16, 2022

QUIDEL CORPORATION By: /s/ ~~Randall~~Phillip JS. ~~Steward~~Askim Name: ~~Randall~~Phillip JS. ~~Steward~~Askim Its: ~~Chief Financial Officer~~Secretary

Filing Compare · QUIDEL CORP /DE/