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 4 6, 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 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.			☐

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).

~~Item~~Emerging ~~2.02 Results~~growth ofcompany ~~Operations and Financial Condition.~~☐

OnIf ~~May 4,~~an ~~2022,~~emerging ~~Quidel~~growth ~~Corporation~~company, ~~(the~~indicate ~~"Company")~~by ~~issued~~check amark ~~press~~if ~~release announcing~~ the ~~financial~~registrant ~~results~~has ~~for~~elected ~~its~~not ~~first~~to ~~quarter~~use ~~ended~~the ~~March 31,~~extended ~~2022~~transition ~~and~~period ~~will~~for ~~hold~~complying anwith ~~earnings~~any ~~conference~~new ~~call~~or atrevised ~~2:00 p.m.,~~financial ~~Pacific~~accounting ~~Time,~~standards onprovided ~~May 4,~~pursuant ~~2022~~ to ~~discuss~~Section ~~such~~13(a) ~~results. A copy~~ of the ~~press~~Exchange ~~release is attached as Exhibit 99~~Act.1 ~~to this current report on Form 8-K.~~☐

~~The information in this current report on Form~~ Item 8-K, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section.01 ~~The~~Other information in this current report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filingEvents.

(d) Exhibits.

The following exhibit is furnished with this current report on Form 8-K:

Exhibit Number

Description of Exhibit

99.1

Press release, dated May 4, 2022, reporting Quidel Corporation's financial results for its first quarter ended March 31, 2022.

104

Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL Document.

As previously disclosed, on December 22, 2021, Quidel Corporation (the “Company”) entered into a Business Combination Agreement (the “BCA”) 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”). Pursuant to the BCA, the Combinations are expected to be implemented by way of (i) a scheme of arrangement to be undertaken by Ortho under Part 26 of the UK Companies Act 2006 (the “Ortho Scheme”), 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 immediately following consummation of the Ortho Scheme, with the Company surviving the 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 (the “Registration Statement”).

~~Where~~Certain ~~You~~Litigation ~~Can Find Additional Information~~

InAs ~~connection~~previously ~~with~~disclosed ~~the~~in ~~proposed business combination transaction among~~ the ~~Company,~~Registration ~~Ortho Clinical Diagnostics Holdings plc (“Ortho”) and Coronado Topco~~Statement, ~~Inc.~~a ~~(“Topco”),~~lawsuit ~~Topco~~was ~~has~~ filed aby ~~registration~~and ~~statement~~purportedly on ~~Form~~behalf ~~S-4~~of ~~(File~~an ~~No.~~alleged ~~333-262434)~~Company ~~with~~stockholder: ~~the~~Lahey ~~Securities and Exchange Commission (the “Commission”) that contains a definitive joint proxy statement/prospectus and other relevant documents concerning the proposed transaction~~v. ~~The~~Quidel ~~registration statement~~Corporation, aset ~~amended~~al., ~~was declared effective by the Commission on April 11, 2022~~No. ~~Each~~1:22-cv-02071 ~~of the Company and Ortho commenced mailing copies of the definitive joint proxy statement/prospectus to stockholders of the Company and Ortho, respectively,~~ on ~~or about April 11~~March 14, 2022. ~~The~~in ~~Company and Ortho may also file other documents with~~ the ~~Commission~~United ~~regarding~~States ~~the~~District ~~proposed~~Court ~~transaction. This communication is not a substitute~~ for the ~~joint~~Southern ~~proxy~~District ~~statement/prospectus~~of orNew ~~registration~~York ~~statement or for any other document that~~ (the ~~Company~~“Lahey and Ortho have filed or may file with the Commission in connection with the proposed transaction. YOU ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS AND THE OTHER RELEVANT DOCUMENTS FILED WITH THE COMMISSION (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETOAction”) ~~BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY, ORTHO AND THE PROPOSED TRANSACTION~~. ~~The~~An ~~joint~~additional ~~proxy~~lawsuit ~~statement/prospectus~~was ~~and the other documents~~ filed ~~with~~by ~~the~~and ~~Commission~~purportedly ~~may~~on bebehalf ~~obtained free~~ of ~~charge~~an atalleged ~~the~~Company ~~Commission’s~~stockholder: ~~website,~~Pryor ~~www~~v.~~sec.gov.~~ ~~In addition, you may obtain free copies of the joint proxy statement/prospectus and the other documents filed by the Company and Ortho with the Commission by requesting them in writing from~~ Quidel Corporation, ~~9975~~et ~~Summers Ridge Road~~al., ~~San~~No ~~Diego, California 92121, Attention~~1: ~~Investor Relations, or by telephone at 858~~22-~~646~~cv-~~8023,~~03404 oron ~~from Ortho Clinical Diagnostics Holdings plc~~April 27, ~~1001~~2022 ~~Route~~in ~~202,~~the ~~Raritan,~~United ~~New~~States ~~Jersey~~District ~~08869,~~Court ~~Attention:~~for ~~Investor~~the ~~Relations,~~Southern orDistrict byof ~~directing~~New aYork ~~written~~(the ~~request~~“Pryor ~~to SVC Ortho-SVC@SARDVERB~~Action”).~~com.~~

The ~~Company~~Lahey ~~and~~Action ~~Ortho~~ and ~~their~~Pryor ~~respective~~Action ~~directors~~name ~~and~~as ~~executive~~defendants ~~officers may be deemed under~~ the ~~rules~~Company ofand the ~~Commission~~members ~~to be participants in the solicitation~~ of ~~proxies. Information about~~ the Company’s board of directors. ~~and~~The ~~executive~~Lahey ~~officers~~Action and ~~their~~Pryor ~~ownership~~Action ofallege, ~~the~~among ~~Company’s~~other ~~common~~things, ~~stock~~that isthe ~~set~~Registration ~~forth~~Statement inomits ~~the~~certain ~~joint~~information ~~proxy~~regarding ~~statement/prospectus.~~projections ~~Information~~of ~~about~~ Ortho’s, ~~directors~~the ~~and~~Company ~~executive officers~~ and ~~their~~Topco, ~~ownership~~the ofanalyses ~~Ortho’s~~performed ~~ordinary~~by ~~shares~~the isfinancial ~~also~~advisors ~~set~~of ~~forth in~~ the ~~joint~~Company ~~proxy~~and ~~statement/prospectus.~~Ortho, ~~The~~and ~~joint~~potential ~~proxy~~conflicts ~~statement/prospectus~~of ~~may~~interest beinvolving ~~obtained~~a ~~free~~financial ofadvisor ~~charge~~and ~~from~~ the ~~sources~~Company’s ~~indicated~~officers ~~above~~and directors. ~~Information~~The ~~regarding~~Lahey ~~the~~Action ~~identity~~and ofPryor ~~the~~Action ~~potential participants~~seek, ~~and~~among ~~their~~other ~~direct~~things, orinjunctive ~~indirect~~relief ~~interests~~to inprevent the ~~transaction,~~Combinations byfrom ~~security holdings or otherwise~~closing, isdamages ~~included~~if in the ~~joint~~Combinations ~~proxy statement/prospectus~~close, ~~which~~declaratory ~~constitutes~~relief ain ~~part of~~ the ~~registration~~form ~~statement~~of onan ~~Form~~updated ~~S-4~~Registration ~~filed by Topco with the Commission~~Statement, asand ~~amended~~attorneys’ ~~from time to time~~fees. ~~Stockholders~~The ~~may~~Company ~~obtain~~believes ~~additional~~these ~~information~~claims ~~about~~are ~~the~~entirely ~~interests~~without ofmerit ~~the directors~~ and ~~executive~~that ~~officers in~~ the ~~proposed~~Registration ~~transaction~~Statement bydoes ~~reading~~not ~~the~~omit ~~joint~~any ~~proxy~~material ~~statement/prospectus~~information ~~and~~about ~~other relevant materials filed with~~ the ~~Commission~~Combinations.

~~Forward-Looking~~While ~~Statements~~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.

~~This~~SUPPLEMENTAL ~~document~~DISCLOSURES 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 the Company, Ortho 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 the Company’s and Ortho’s management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking statements.

~~The~~This ~~following~~supplemental ~~factors,~~information ~~among~~should ~~others,~~be ~~could~~read ~~cause actual results to differ from those set forth~~ in ~~the~~conjunction ~~forward-looking~~with ~~statements:~~ the ~~evolution~~Registration ~~of the COVID-19 pandemic and its impact; competition; our development of new technologies~~Statement, ~~products,~~including and markets; our reliance on sales of our COVID-19 and influenza diagnostic tests; our reliance on a limited number of key distributors; acceptance of our products among physicians, healthcare providers, or other customers; the ~~impact~~balance of third-party reimbursement policies; our ability to meet demand for our products; interruptions in our supply of raw materials and other product and production components; costs and disruptions from failures in our information technology and storage systems; international risks, including compliance with product registration requirements and legal requirements, tariffs, currency exchange fluctuations, reduced protection of intellectual property rights, and taxes; worldwide economic, political, and social uncertainty; our development, acquisition, and protection of proprietary technology rights; intellectual property risks and third-party claims of infringement; loss of our Emergency Use Authorization from the ~~U.S.~~sections ~~Food~~entitled ~~and~~“Ortho ~~Drug~~Unaudited ~~Administration for our COVID~~Forward-19Looking ~~products;~~Financial ~~failures or delays in receiving regulatory approvals~~Information,” ~~clearances,~~“Quidel orUnaudited ~~authorizations,~~Forward-Looking ~~the~~Financial ~~loss of previously received approvals~~Information,” or“Unaudited ~~other~~Pro ~~adverse~~Forma ~~actions~~Synergy byEstimates ~~regulatory~~for ~~authorities; performance~~Topco,” ~~timing, funding~~ and ~~compliance~~“Discounted ~~risks~~Cash ~~relating~~Flow toAnalysis.” ~~government~~Defined contracts; product defects; compliance with government regulations relating to the handling, storage, and disposal of hazardous substances; our ability to identify and successfully acquire and integrate potential acquisition targets; our need for additional funds to finance our capital or operating needs; failure to complete the proposed business combination transaction with Ortho on the proposed terms orused onbut ~~the~~not ~~anticipated~~defined ~~timeline,~~in ~~or at all, including risks and uncertainties related to securing~~ the ~~necessary~~below ~~regulatory~~disclosures ~~and~~have ~~stockholder approvals,~~ the ~~sanction~~meanings ofset ~~the~~forth ~~High~~in ~~Court of Justice of England and Wales and satisfaction of other closing conditions to consummate~~ the ~~proposed~~Registration ~~transaction;~~Statement. ~~the~~Without ~~occurrence~~admitting ofin any ~~event,~~way ~~change or other circumstance~~ that ~~could give rise to~~ the ~~termination~~disclosures ofbelow ~~the~~are ~~definitive~~material ~~transaction~~or ~~agreement~~otherwise ~~relating~~required toby ~~the proposed business combination transaction; the challenges and costs of closing~~law, ~~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 the~~ Company ~~and~~makes ~~Ortho generally. Additional risks and factors are identified under “Risk Factors” in~~ the ~~joint~~following ~~proxy~~amended ~~statement/prospectus~~ and insupplemental ~~the Company's Annual Report on Form 10-K filed on February 18, 2022 and subsequent reports filed with the Commission~~disclosures.

~~You~~The ~~should~~section ~~not rely upon forward-looking statements as predictions~~ of ~~future~~the ~~events~~Registration ~~because~~Statement ~~these~~beginning ~~statements~~on ~~are~~page ~~based~~252 onentitled: ~~assumptions~~“Discounted ~~that~~Cash ~~may~~Flow ~~not~~Analysis” ~~come~~is ~~true~~amended and ~~are~~supplemented ~~speculative by their nature. Neither the Company nor Ortho undertakes an obligation to update any of the forward-looking information included in this document, whether~~ as afollows: ~~result of new information, future events, changed expectations or otherwise, except as required by law.~~

The ~~City~~fourth ~~Code~~paragraph on ~~Takeovers~~page ~~and~~253 ~~Mergers~~is amended to add the following sentence at the end thereof:

~~The~~Perella ~~City~~Weinberg ~~Code~~noted onthat, ~~Takeovers~~assuming a perpetuity growth rate of 2.5% and ~~Mergers~~a ~~does~~7.5% ~~not~~discount ~~apply~~rate, tothe present value of the ~~proposed~~terminal ~~business~~value ~~combination~~of Ortho was approximately $7,748 million and approximately $7,639 million based on the Ortho Forecasts and the Quidel Management Projections for Ortho, respectively.

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

Perella Weinberg noted that, assuming a perpetuity growth rate of 2.5% 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 of the Registration Statement beginning on page 262 entitled: “Quidel Management Projections for Quidel” is amended and supplemented as follows:

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

(2) 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.


	2021E			2022E			2023E			2024E			2025E			2026E			Terminal 2026E
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 section of the Registration Statement beginning on page 264 entitled: “Ortho Management Projections for Ortho” is amended and supplemented as follows:

Footnote three on page 265 is amended and restated in its entirety to read as follows:

(3) Unlevered Free Cash Flow was calculated by J.P. Morgan, for purposes of its discounted cash flow analysis and based on estimates provided by Ortho management, as future cash flows generated by an asset without including in such calculation any debt servicing costs. Specifically, unlevered free cash flow for this purpose represents Adjusted EBITDA less the following estimates of public company addbacks, taxes, capital expenditures, increases in net working capital and reagent rental instruments:


	2022E		2023E		2024E		2025E		2026E
Public Company Addbacks		44		19		10		10		10
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 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, respectively.

The second paragraph on page 266 is amended and restated in its entirety as follows:

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.

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, 2022


QUIDEL CORPORATION

By:		/s/ Randall J. Steward
Name:		Randall J. Steward
Its:		Chief Financial Officer

Filing Compare · QUIDEL CORP /DE/