On December 23, Quidel Corporation and Ortho Clinical Diagnostics Holdings plc announced that they have entered into a definitive agreement in which Quidel will acquire Ortho, one of the world’s largest in vitro diagnostics companies. The transaction, which is subject to approval by both companies’ shareholders as well as customary closing conditions and regulatory approvals, is expected to close in the first half of 2022.
Quidel will acquire Ortho for $24.68 per share of common stock, for a total consideration of approximately $6.0 billion, including $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. The merger will increase financial flexibility and generate combined estimated cost synergies of $90 million by end of year three, and revenue synergies in excess of $100 million by 2025, as well as opportunities for adjusted EBITDA margin expansion, supporting enhanced cash generation.
Quidel is a leading manufacturer of diagnostic solutions at the point of care, delivering a continuum of rapid testing technologies. Founded more than 40 years ago, Quidel created the first FDA-cleared point-of-care test for influenza in 1999 and was the first to market a rapid SARS-CoV-2 antigen test in the U.S.
Ortho Clinical Diagnostics is one of the world’s largest pure-play in vitro diagnostics companies. Ortho has a patient base of more than 800,000 people. The company is powered by Ortho Care Service and Support, an award-winning, holistic program that provides technical, field and remote service and inventory support to laboratories in more than 130 countries and territories around the globe.
This acquisition brings together highly complementary diagnostic portfolios with technologies and platforms spanning high-throughput systems to near-patient and at-home testing. The deal also provides Quidel’s expansive point-of-care diagnostics portfolio with access to Ortho’s broad global reach across 130-plus countries, accelerating growth for Quidel’s existing product portfolio and providing exposure to new, emerging markets. The merging of the two in vitro diagnostics companies targets a combined total addressable market of $50 billion, according to Quidel’s announcement.
“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,” said Douglas Bryant, President and Chief Executive Officer of Quidel, who will serve as Chairman and Chief Executive Officer of the combined company.
Quidel’s financial advisors in connection with this acquisition are Perella Weinberg Partners LP and Citi, and its legal advisor is Gibson, Dunn & Crutcher LLP. Ortho’s exclusive financial advisor is J.P. Morgan Securities LLC, and its legal advisor is Latham & Watkins LLP.
