Under a definitive agreement,Quidel will acquire Ortho for $24.68 per share of common stock, using a combination of cash and newly issued shares in the combined company, representing a 25% premium on Ortho’s closing price on Dec. 22, 2021, and an equity value of about $6 billion.
The transaction aims to unite technologies and platforms to offer expanded access to clinical chemistry, immunoassay, molecular diagnostics, immunohematology, donor screening and point-of-care diagnostic offerings.
According to a news release, the companies expect the transaction to close during the first half of the 2022 fiscal year, subject to customary closing conditions.
“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,” Quidel President & CEO Douglas Bryant said in the release. “Establishing a stronger leadership position, we expect the combined company will emerge as a global player with top-tier R&D capabilities, a more diverse product pipeline, and broader geographic footprint.”
The $6 billion acquisition consideration includes $1.75 billion in cash, funded through cash on the balance sheet and incremental borrowings. The combined company will also acquire Ortho’s existing net debt of $2 billion.
Ortho shareholders will receive $7.14 in cash per common share and 0.1055 shares of common stock in the combined company for each Ortho common share. Those shareholders are expected to own approximately 38% of the combined company.
The combined company’s board of directors will include 12 members, with eight designated by Quidel and four designated by Ortho following the close of the acquisition. Bryant will serve as chairman & CEO, leading CFO Joseph M. Busky, President & COO Robert Bujarski and CCO Michael Iskra.
“By bringing together Quidel’s point-of-care diagnostics with Ortho’s vast global reach, there is a substantial opportunity to capitalize on the cross-selling opportunities, move into attractive adjacent markets, and accelerate innovative product expansion and the development of molecular technologies,” Ortho Chairman & CEO Chris Smith said. “Together, we will continue to advance life-changing diagnostic solutions to improve patient outcomes and deliver economic benefits to the healthcare system.”