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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): January 11, 2022
ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC
(Exact name of Registrant as Specified in Its Charter)
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England and Wales
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001-39956
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98-1574150
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1001 Route 202, Raritan, New Jersey
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08869
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(Address of Principal Executive Offices)
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(Zip Code)
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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:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Ordinary shares, $0.00001 par value
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OCDX
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Nasdaq Global Select Market
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 11, 2022, the compensation committee of the board of directors of Ortho Clinical Diagnostics Holdings plc (the “Company”) approved the grant of (i) transaction bonuses to each of Christopher Smith, Joseph Busky, Michael Iskra, and Michael Schlesinger in the following amounts: Mr. Smith: $937,500; Mr. Busky: $384,375; Mr. Iskra: $375,000; and Mr. Schlesinger: $421,563, (ii) retention bonuses to each of Chockalingam Palaniappan, Mr. Busky, Mr. Iskra and Mr. Schlesinger in the following amounts: Dr. Palaniappan: $461,250; Mr. Busky: $384,375; Mr. Iskra: $375,000; and Mr. Schlesinger: $421,563 and (iii) the amendment to outstanding equity awards issued under the Company’s equity plans, which, at a minimum, will provide for 100% vesting of all unvested equity awards if the holder thereof is terminated without cause before, on or after the closing of the transactions contemplated by the Business Combination Agreement, dated December 22, 2021, by and among the Company, Quidel Corporation and other parties thereto (the “BCA”). The transaction bonuses will become payable upon the closing of the transactions contemplated by the BCA, subject to the executive officers continued employment through such date. The retention bonuses will become payable 40% upon the closing of the transactions contemplated by the BCA and 60% upon the first anniversary thereof, subject to the executive officer’s continued employment through such dates. The retention and transaction bonuses are also payable in the event the executive officer’s employment is terminated without cause prior to the scheduled payment date.
The foregoing description of the retention bonuses and transaction bonuses does not purport to be complete and is qualified in its entirety by reference to the text of the agreements to be entered into with the executives, a form of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval. The proposed business combination transaction among Ortho Clinical Diagnostics, Quidel Corporation (“Quidel”) and Coronado Topco, Inc. (“Topco”) will be submitted to the shareholders of Ortho Clinical Diagnostics and Quidel for their consideration. Ortho Clinical Diagnostics and Topco expect to file with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 that will include a prospectus of Ortho Clinical Diagnostics and Topco and a proxy statement of Ortho Clinical Diagnostics. Ortho Clinical Diagnostics and Topco also plan to file other documents with the SEC regarding the proposed transaction. Investors and security holders of ORTHO CLINICAL DIAGNOSTICS are urged to read the proxy statement, prospectus and other relevant documents that will be filed with the SEC carefully and in their entirety when they become available because they will contain important information about the proposed transaction. Investors and security holders will be able to obtain free copies of the proxy statement, prospectus and other documents containing important information about Ortho Clinical Diagnostics, Quidel and Topco, once such documents are filed with the SEC, through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Ortho Clinical Diagnostics, when and if available, can be obtained free of charge on Ortho Clinical Diagnostics’ website at https://www.orthoclinicaldiagnostics.com/en-us/home/ or by directing a written request to OrthoCareTechnicalSolutions@orthoclinicaldiagnostics.com.
Ortho Clinical Diagnostics and certain of its respective directors, executive officers and certain members of management may be deemed to be participants in the solicitation of proxies from the shareholders of Ortho Clinical Diagnostics in connection with the proposed transaction. Information about the directors and executive officers of Ortho Clinical Diagnostics is set forth in its annual report on Form 10-K, which was filed with the SEC on March 19, 2021. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the prospectus and proxy statement and other relevant materials when and if filed with the SEC in connection with the proposed transaction.
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.
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Ortho Clinical Diagnostics Holdings plc
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Date: January 18, 2022
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By:
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/s/ Joseph M. Busky
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Joseph M. Busky
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Chief Financial Officer
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Exhibit 99.1
January ___, 2021
[__________]
Re: CONFIDENTIAL - Retention/Loyalty Bonus Opportunity & Agreement
Dear [________],
In conjunction with the recently announced planned combination (the “Combination”) with the Quidel Corporation, Ortho-Clinical Diagnostics, Inc. (the “Company”) is pleased to offer you a Retention Bonus Opportunity (the “Retention Bonus”), up to a potential amount of $[_________], that would be paid if earned, across two installments as outlined below:
First Installment: $[_________] will be paid to you provided you remain employed with the Company through the closing date of the Combination. It will be paid to you approximately 30 days following the closing of the Combination, or as soon as practicable thereafter, subject to applicable taxes and withholding.
Second Installment: An additional $[_________] will be paid to you provided that you remain employed with the Company (or the combined entity) for one year after the closing date of the combination or through [______ ___,] 2023, whichever is later. It will be paid to you approximately 30 days following one year after the closing date of the combination or April 30, 2023, whichever is later, or as soon as practicable thereafter, subject to applicable taxes and withholding.
In the event of your voluntary termination, any installment that has not been earned per the above timeline, will be considered not payable. For the avoidance of doubt, if you resign prior to earning any installment, this agreement is null and void. Similarly, if you resign after the first installment is payable, you will not be eligible for the second installment.
In the event of an involuntary termination (not for cause or related to performance), this Retention Bonus will be paid out in full within 60 days after the date of involuntary termination, subject to your execution and non-revocation of a release of claims in a form reasonably satisfactory to the Company (the “Release”). For the avoidance of doubt, if you are involuntarily terminated not for cause, you will be entitled to the entirety of the Retention Bonus. In the event of a termination of your employment for cause or as a result of policy violation, your right to any installment of the Retention Bonus that has not been earned as of the date of such termination of employment will be forfeited for no consideration.
If the closing of the transaction between Quidel Corporation and Ortho-Clinical Diagnostics, Inc. does not occur or the transaction is terminated, the full amount of the Retention Bonus, $[_________] will be payable to you provided that you remain employed with the Company through [______ ___,]. Such amount will be paid to you approximately 30 days following [______ ___,], or as soon as practicable thereafter, subject to applicable taxes and withholding.
In addition to the Retention Bonus, the Company is pleased to offer you a Transaction Bonus Opportunity (the “Transaction Bonus”) of $[_________] that would be paid if earned, as outlined below:
Ortho Clinical Diagnostics | 1001 US Highway 202, Raritan, NJ
Transaction Bonus: $[_________] will be paid to you provided you remain employed with the Company through the closing date of the Combination. It will be paid to you approximately 30 days following the closing date of the Combination, or as soon as practicable thereafter, subject to applicable taxes and withholding.
In the event of your voluntary termination or a termination by the Company for cause, in each case, prior to the closing of the Combination, the Transaction Bonus will be forfeited for no consideration.
In the event of an involuntary termination (not for cause or related to performance) prior to the closing of the Combination, the Transaction Bonus will be paid out in full within 60 days after the date of such involuntary termination, subject to your execution and non-revocation of a Release. For the avoidance of doubt, if you are involuntarily terminated not for cause prior to the closing of the Combination, you will be entitled to the entirety of the Transaction Bonus.
Please be aware that this arrangement is CONFIDENTIAL between you and the Company - you cannot discuss this with anyone other than People & Culture, or your immediate family or advisor. This agreement is not intended to and does not change in any way the at-will nature of your employment, and this special Bonus will not be treated as salary or taken into account for purposes of determining any other compensation/benefits. You specifically agree that the terms and conditions of any existing agreements such as Employee Secrecy, Intellectual Property and Non-Solicitation Agreement (or any other contracts/amendments) remain binding upon you and in full force and effect.
We thank you for your leadership and look forward to your continued support during this critical time.
Very truly yours,
ORTHO-CLINICAL DIAGNOSTICS, INC.
By:
/s/ Christopher Smith
Chris Smith
Chief Executive Officer
Acknowledged and Accepted:
______________________________
[_____________] Date
Ortho Clinical Diagnostics | 1001 US Highway 202, Raritan, NJ