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Share Name | Share Symbol | Market | Type |
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QuidelOrtho Corporation | NASDAQ:QDEL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 40.55 | 38.57 | 41.20 | 0 | 09:00:00 |
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FORM 8-K
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QUIDEL CORPORATION
(Exact name of Registrant as specified in its Charter)
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Delaware
(State or other jurisdiction of incorporation)
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0-10961
(Commission File Number)
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94-2573850
(IRS Employer Identification No.)
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12544 High Bluff Drive, Suite 200
San Diego, California
(Address of principal executive offices)
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92130
(Zip Code)
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Registrant's telephone number, including area code:
(858) 552-1100
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Not Applicable
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(Former name or former address, if changed since last report)
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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). Emerging growth company
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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.
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As aggregate consideration for the Triage Business, Purchaser will pay $400.0 million in cash at the closing of the acquisition (subject to an inventory adjustment as set forth in the Amended and Restated Triage Purchase Agreement) and assume certain post-closing liabilities. Purchaser expects to fund the cash purchase price for the Triage Business with a combination of cash on hand and new debt financing pursuant to the commitment letter described below. The Amended and Restated Triage Purchase Agreement contains customary representations, warranties and covenants made by each of Purchaser and Seller, as well as mutual indemnification obligations.
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The transactions contemplated by the Amended and Restated Triage Purchase Agreement are subject to certain closing conditions, including: (i) the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of January 30, 2016, as amended on April 13, 2017, by and among Seller, Abbott and Angel Sub, Inc. (as amended, the “Merger Agreement”), pursuant to which Seller will become a wholly-owned subsidiary of Abbott (the “Merger”), (ii) no law or judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any governmental authority, including a court, that remains in effect and that prohibits, enjoins or makes illegal the consummation of the transactions, (iii) the consummation of the transactions contemplated by the Amended and Restated BNP Purchase Agreement (as defined below), and (iv) other customary closing conditions. Seller is divesting the Triage Business in connection with review by the FTC and the EC of the Merger, which remains subject to FTC and EC approvals and other regulatory approvals. Purchaser’s acquisition of the Triage Business is also subject to approval by the FTC and the EC of Purchaser as the buyer of the Triage Business and other regulatory approvals. Consummation of Purchaser’s acquisition of the Triage Business is expected to occur within 30 days after the closing of the Merger.
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The Amended and Restated Triage Purchase Agreement may be terminated under certain circumstances, including: (i) the parties’ mutual agreement, (ii) in the event that Abbott determines in good faith that the FTC, the EC or another governmental authority is not likely to approve the Amended and Restated Triage Purchase Agreement, the transactions contemplated thereby, or Purchaser as the buyer of the Triage Business, (iii) if any governmental authority issues a final, non-appealable judgment permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Amended and Restated Triage Purchase Agreement, (iv) if the Merger Agreement is terminated, (v) the non-terminating party’s uncured material breach of the Amended and Restated Triage Purchase Agreement, or (vi) if the transactions contemplated by the Amended and Restated Triage Purchase Agreement have not been consummated within 90 days after the consummation of the Merger. As noted above, the Amended and Restated Triage Purchase Agreement added an additional termination provision, pursuant to which Abbott may terminate the agreement if all consents of the FTC required for the consummation of the transactions contemplated by the Amended and Restated BNP Purchase Agreement have not been received within twenty-five days after the consummation of the Merger.
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The Amended and Restated Triage Purchase Agreement contemplates the entry by the parties into certain ancillary agreements as of the closing of the transactions, including: (i) a mutual transition services agreement, (ii) a manufacturing and supply agreement, pursuant to which Purchaser shall provide Seller with certain components, and (iii) lease agreements, pursuant to which Seller or its affiliates will lease portions of the real property in San Diego, California, that will be acquired by Purchaser pursuant to the Amended and Restated Triage Purchase Agreement.
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Date of Occurrence of Triggering Event
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First EEA Installment Payment Amount
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Second EEA Installment Payment Amount
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Third EEA Installment Payment Amount
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Fourth EEA Installment Payment Amount
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Fifth EEA Installment Payment Amount
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Total of All EEA Installment Payment Amounts
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Prior to the Initial Payment Date
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$6,000,000
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$4,000,000
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$2,000,000
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$2,000,000
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$2,000,000
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$16,000,000
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After the Initial Payment Date & Prior to 2019 EEA Installment Payment Date
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$8,000,000
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$6,000,000
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$4,000,000
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$2,000,000
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$2,000,000
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$22,000,000
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After 2019 EEA Installment Payment Date & Prior to 2020 EEA Installment Payment Date
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$8,000,000
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$8,000,000
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$6,000,000
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$4,000,000
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$2,000,000
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$28,000,000
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After 2020 EEA Installment Payment Date & Prior to 2021 EEA Installment Payment Date
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$8,000,000
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$8,000,000
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$8,000,000
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$6,000,000
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$4,000,000
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$34,000,000
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After 2021 EEA Installment Payment Date & Prior to 2022 EEA Installment Payment Date
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$8,000,000
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$8,000,000
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$8,000,000
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$8,000,000
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$6,000,000
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$38,000,000
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Purchaser intends to fund the purchase price for the BNP Business from cash on hand, and cash flow from operations of the consolidated businesses.
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The Amended and Restated BNP Purchase Agreement contains customary representations, warranties and covenants made by each of Purchaser and Seller, as well as mutual indemnification obligations.
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The transactions contemplated by the Amended and Restated BNP Purchase Agreement are subject to certain closing conditions, including: (i) the consummation of the Merger, (ii) no law or judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any
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The Amended and Restated BNP Purchase Agreement may be terminated under certain circumstances, including (i) the parties’ mutual agreement, (ii) in the event that Abbott determines in good faith that the FTC, the EC or another governmental authority is not likely to approve the Amended and Restated BNP Purchase Agreement, the transactions contemplated thereby, or Purchaser as the buyer of the BNP Business, (iii) if any governmental authority issues a final, non-appealable judgment permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by the Amended and Restated BNP Purchase Agreement, (iv) if the Merger Agreement is terminated, (v) the non-terminating party’s uncured material breach of the Amended and Restated BNP Purchase Agreement, or (vi) if the transactions contemplated by the Amended and Restated BNP Purchase Agreement have not been consummated within 90 days after the consummation of the Merger. As noted above, the Amended and Restated BNP Purchase Agreement added an additional termination provision, pursuant to which Abbott may terminate the agreement if all consents of the FTC required for the consummation of the transactions contemplated by such agreement have not been received within twenty-five days after the consummation of the Merger.
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The Amended and Restated BNP Purchase Agreement contemplates the entry by the parties into certain ancillary agreements as of the closing of the transactions, including a transition services agreement, pursuant to which Seller shall provide certain transitional services to Purchaser
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(d) Exhibits.
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Exhibit No.
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Description
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*
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Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Commission, provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
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QUIDEL CORPORATION
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By:
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/s/ Randall J. Steward
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Name:
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Randall J. Steward
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Its:
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Chief Financial Officer
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Exhibit Number
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Description of Exhibit
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*
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Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission, provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any document so furnished.
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