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): ~~April~~May 14, 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 (~~17 CFR~~ § 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (~~17 CFR~~ § 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 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~April~~May 14, 2022, ~~in connection with the transactions contemplated by the Business Combination Agreement, dated December 22, 2021, by and among~~ Ortho Clinical Diagnostics Holdings plc (~~the~~ “~~Company”),~~Ortho ~~Quidel~~Clinical ~~Corporation (“Quidel~~Diagnostics”), ~~Coronado~~or ~~Topco, Inc. (“Topco”) and other parties thereto (~~the “~~BCA~~Company”), ~~the~~issued ~~Company’s~~a ~~Compensation~~press ~~Committee~~release ~~approved~~announcing anits ~~amendment~~financial toresults ~~outstanding equity awards (other than~~ for ~~the~~its ~~individuals~~first ~~receiving~~quarter ~~the~~ended letter agreements described below) (the “Omnibus Amendment”). The Omnibus Amendment provides for the immediate vesting of unvested options in the event that the option holder’s service with the Company is terminated before or after the consummation of the transactions contemplated by the BCA (the “Closing”). In addition, pursuant to a letter agreement entered into on April 73, 2022~~, by and between the Company and Michael Schlesinger, the Company’s current Executive Vice President, General Counsel and Secretary, Mr~~. ~~Schlesinger~~A ~~will~~copy ~~vest 100% in his outstanding stock options upon a termination~~ of ~~his employment by~~ the ~~Company~~press orrelease anis ~~affiliate,~~furnished ~~including~~with ~~Topco,~~this ~~not~~Current ~~for~~Report ~~cause~~on orForm by8-K ~~Mr.~~as ~~Schlesinger~~Exhibit ~~for good reason~~99.1.

OnThe ~~April~~information 3,contained ~~2022,~~in ~~the~~Item ~~Company~~2.02 ~~entered~~of ~~into~~this aCurrent ~~letter~~Report ~~agreement~~on ~~with~~Form ~~Christopher~~8-K ~~Smith,~~and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the ~~Company’s~~Securities ~~current~~Exchange ~~Chief~~Act ~~Executive~~of ~~Officer~~1934, ~~pursuant~~as amended (the “Exchange Act”), or otherwise subject to ~~which~~the ~~Mr.~~liabilities ~~Smith’s~~of ~~outstanding~~that ~~performance-based~~section, ~~restricted~~nor ~~shares~~shall ~~will~~it ~~vest~~be asdeemed ~~follows~~incorporated by reference in any filing under the Securities Act of 1933, ~~without~~as ~~regard~~amended, toor the ~~original~~Exchange ~~share~~Act, ~~price~~regardless ~~vesting~~of ~~hurdles~~any ~~for~~general incorporation language in such ~~restricted~~filing. ~~shares:~~

39,385 shares will be forfeited for no consideration upon the Closing;

39,385 shares will vest on July 28, 2022 (or, if later, the Closing), 39,385 shares will vest on February 28, 2023 (or, if later, the Closing) and 39, 385 shares will vest on the one year anniversary of the Closing, in each case subject to Mr. Smith’s continued service with Topco or its affiliates through such date.

Additionally, the letter agreement with Mr. Smith provides that his 159,340 time-based restricted shares will continue to vest on September 9, 2022 in accordance with their terms subject to Mr. Smith’s continued service with Topco or its affiliates through such date. In the event that Mr. Smith is asked to leave the board of directors of Topco following the Closing, other than as a result of his voluntary resignation or termination or removal for cause, all restricted shares remaining outstanding and unvested will vest.

On April 3, 2022, Topco, a wholly owned indirect subsidiary of the Company, entered into an amended and restated Special Advisor Agreement (the “Restated Advisor Agreement”) with Christopher Smith, the Company’s current Chief Executive Officer. Prior to its restatement, the original Special Advisor Agreement with Mr. Smith, provided that upon and subject to the consummation of the transactions contemplated by the BCA, Mr. Smith will be engaged as a Special Advisor to Topco. The Restated Advisor Agreement provides that any unvested options held by Mr. Smith as of the Closing shall vest in full as of the Closing, and that all vested stock options shall remain exercisable for a period of three years following the Closing. In addition, the Restated Advisor Agreement modifies the original agreement to provide that Mr. Smith and his dependents may participate in the Company’s group health plans through December 31, 2022, if the terms of such group health plans permit their participation as of the Closing. For a period of one year following the Closing, the Company shall pay the same portion of Mr. Smith’s premiums for group health plan coverage (including COBRA coverage) as it does for full-time employees.

The foregoing description of the Omnibus Amendment, the letter agreements with Mr. Smith and Mr. Schlesinger, and the Restated Advisor Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the respective agreements, which are filed as Exhibit 99.1, 99.2, 99.3, and 99.4 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

ExhibitNumber		Description
99.1		~~Omnibus~~Press ~~Amendment~~Release toissued ~~Award~~by ~~Agreements,~~Ortho ~~approved~~Clinical byDiagnostics ~~the~~Holdings ~~Compensation~~plc ~~Committee~~dated onMay ~~April 1~~4, 2022
99.2		Letter Agreement dated April 7, 2022 between the Company and Michael Schlesinger
99.3		Letter Agreement dated April 3, 2022 between the Company and Christopher Smith
99.4		Amended and Restated Special Advisor Agreement dated April 3, 2022 between Christopher Smith and Coronado Topco, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

IMPORTANT ADDITIONAL INFORMATION AND WHERE TO FIND IT

In connection with the proposed business combination transaction among Quidel Corporation (“Quidel”), the Company and Coronado Topco, onInc. ~~January 31~~(“Topco”), ~~2022,~~ Topco has filed a ~~preliminary~~ registration statement on Form S-4 with the Securities and Exchange Commission (the “Commission”) that contains a definitive joint proxy statement/prospectus and other relevant documents concerning the proposed transaction.

a joint proxy statement/prospectus and other relevant documents concerning the proposed transaction. The joint proxy statement/prospectus is not final and may be amended.

YOU ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND THE OTHER RELEVANT DOCUMENTS THAT HAVE BEEN OR MAY BE FILED WITH THE COMMISSION, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO, IF AND WHEN THEY BECOME AVAILABLE, BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT QUIDEL, THE COMPANY AND THE PROPOSED TRANSACTION.

The definitive joint proxy statement/prospectus ~~will~~has bebeen mailed to Quidel’s stockholders and the Company’s shareholders ~~when available~~. You can also obtain the definitive joint proxy statement/prospectus, ~~the definitive version (when it becomes available)~~ and the other documents filed with the Commission free of charge at the Commission’s website, www.sec.gov~~. In addition~~, ~~you~~or ~~may obtain free copies of the joint proxy statement/prospectus, the definitive version (when it becomes available) and the other documents filed~~ by ~~Quidel and the Company with the Commission by~~ requesting them in writing from Quidel Corporation, 9975 Summers Ridge Road, San Diego, CA 92121, Attention: Investor Relations, or by telephone at 858-646-8023, or from Ortho Clinical Diagnostics Holdings plc, 1001 Route 202, Raritan, New Jersey 08869, Attention: Investor Relations, or by directing a written request to SVC Ortho-SVC@SARDVERB.com.

Quidel and the Company and their respective directors and executive officers may be deemed under the rules of the Commission to be participants in the solicitation of proxies. Information about Quidel’s directors and executive officers and their ownership of Quidel’s common stock is set forth in Quidel’s ~~Annual~~proxy ~~Report~~statement on ~~Form~~Schedule ~~10-K/A~~14A filed ~~with the Commission~~ on ~~March~~April 11, 2022. with the Commission. Information about the Company’s directors and executive officers and their ownership of the Company’s ordinary shares is set forth in the Company’s ~~Annual~~proxy ~~Report~~statement on ~~Form~~Schedule ~~10-K~~14A filed with the Commission on ~~March~~May 192, 2022. These documents may be obtained free of charge from the sources indicated above. Information regarding the identity of the potential participants, and their direct or indirect interests in the transaction, by security holdings or otherwise, is contained in the joint proxy statement/prospectus, which constitutes a part of the registration statement on Form S-4 filed by Topco with the Commission, as amended from time to time, and will be contained in other relevant materials when they are filed with the Commission.

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, 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. Neither Quidel nor the Company undertakes an 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: April 7, 2022	By:	/s/ Joseph M. Busky
Date: May 4, 2022	By:	/s/ Joseph M. Busky
	Name:	Joseph M. Busky
		Joseph M. Busky
	Title:	Chief Financial Officer
		Chief Financial Officer

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