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.
Exhibit
Number Description
99.1 Form of Retention/Loyalty Bonus Opportunity and Agreement
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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.
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses