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Quidel to Acquire Ortho Clinical Diagnostics for $6B

NEW YORK ─ Quidel will acquire Ortho Clinical Diagnostics for $6 billion, the firms said Thursday.

Under the terms of the agreement, Quidel will pay $24.68 per share of Ortho's common stock, representing a 25 percent premium over Ortho’s closing stock price on Dec. 22. The total consideration of $6 billion includes $1.75 billion of cash, funded through cash on the balance sheet and incremental borrowings. The combined company will also acquire Ortho’s existing net debt of $2.0 billion.

San Diego-based Quidel will use a combination of cash and newly issued shares in the combined company to finance the deal.

Ortho shareholders will receive $7.14 in cash per common share and .1055 shares of common stock in the combined company for each Ortho common share. Ortho shareholders are expected to own approximately 38 percent of the combined company.

The firms said they anticipate combined cost synergies of $90 million by end of year three, and revenue synergies greater than $100 million by 2025.

The firms added that their technologies and platforms will bring about expanded access to clinical chemistry, immunoassay, molecular diagnostics, immunohematology, donor screening, and point-of-care diagnostics offerings. Targeted customers will include reference labs, hospitals, physicians’ offices, urgent care centers, and at-home/retail locations.

Quidel sells a range of products including rapid immunoassays, cardiometabolic immunoassays, and molecular diagnostic tests to end users and distributors. They are used by professional healthcare providers in physician offices, hospitals, clinical laboratories, reference laboratories, urgent care clinics, universities, retail clinics, pharmacies, and wellness screening centers. Ortho provides clinical chemistry and immunoassay instruments and tests to diagnose and monitor a broad range of diseases, and sells immunohematology instruments and tests as well as donor screening instruments and tests for transfusion medicine applications.

Among the transaction benefits, the firms highlighted a balanced and diversified product portfolio across diagnostic instruments and assays; a more diverse product pipeline with enhanced R&D capabilities; and a strong balance sheet with significant cash generation.

"The combination with Ortho will help solidify Quidel as a leader in the diagnostics industry, bringing together innovative, complementary products, solutions, and services that enhance the health and well-being of patients across the globe," Douglas Bryant, president and CEO of Quidel, said in a statement.

Bryant will become chairman and CEO of the combined company.

Chris Smith, chairman and CEO of Raritan, New Jersey-based Ortho, said that combining Quidel’s point-of-care diagnostic tests with Ortho’s global reach provides an "opportunity to capitalize on the cross-selling opportunities, move into attractive adjacent markets, and accelerate innovative product expansion and the development of molecular technologies."

Following the close of the transaction, the combined company’s board of directors will consist of 12 members, with eight designated by Quidel and four designated by Ortho.

Ortho's Joseph Busky will be the chief financial officer; Quidel's Robert Bujarski will be president and chief operating officer; and Ortho's Michael Iskra will be chief commercial officer.

Quidel’s financial advisors for the acquisition are Perella Weinberg Partners and Citi, and its legal advisor is Gibson, Dunn & Crutcher, while Ortho’s financial advisor is JP Morgan Securities, and its legal advisor is Latham & Watkins.

Ortho Clinical Diagnostics "brings stability to Quidel’s normally seasonal business and a strong cash flow profile," wrote Barclay's analyst Luke Sergott in a research note Thursday,

On the back of the deal, Evercore ISI downgraded its rating of Ortho's shares to In Line from Outperform.

The investment bank's analyst Vijay Kumar wrote in a research note Thursday that cost-related synergies related to the deal will be "driven from operational efficiencies, supply chain optimization, and shared administrative functions."

The transaction, which was unanimously approved by each company's board of directors, is expected to close during the first half of fiscal year 2022.

In January this year, Ortho went public on the Nasdaq at $17 per share for anticipated gross proceeds of $1.29 billion.

In Thursday morning trading on the Nasdaq, shares of Quidel were down more than 15 percent to $141.0, while shares of Ortho were up more than 7 percent to $21.25.

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