8-K12B
filed May 27, 2022, 7:59 PM ET
ticker QDEL
CIK 0001906324
M&A
confidence high
sentiment neutral
materiality 0.90
Quidel and Ortho complete merger, forming QuidelOrtho; $2.75B term loan and $750M revolver closed
QuidelOrtho Corp
- Ortho shareholders received 0.1055 QuidelOrtho shares + $7.14 cash per share; Quidel shareholders got 1 QuidelOrtho share per share.
- New $2.75B term loan and $750M revolver with Bank of America, maturing May 2027, used to fund cash consideration and repay Ortho debt.
- 12-member board appointed, with Douglas Bryant as Chairman & CEO; Carlyle holds >12% and appoints two directors.
- Quidel shares delisted; QuidelOrtho now trades on Nasdaq under symbol QDEL.
- Ernst & Young appointed as independent auditor for fiscal 2022, replacing prior auditors.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph D. Wilkins Jr. was appointed as Member of the Board of Directors at QuidelOrtho Corp.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
On the Closing Date, the following individuals were appointed as members of the Company’s board of directors: Douglas C. Bryant, Kenneth F. Buechler, Edward L. Michael, Mary Lake Polan, Ann D. Rhoads, Matthew W. Strobeck, Kenneth J. Widder, Joseph D. Wilkins Jr., Christopher M. Smith, Stephen H. Wise, Robert R. Schmidt and Evelyn Dilsaver, each of whom, other than Mr. Bryant and Mr. Smith, qualifies as an “independent director” under the applicable rules of Nasdaq.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen H. Wise was appointed as Member of the Board of Directors at QuidelOrtho Corp.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
On the Closing Date, the following individuals were appointed as members of the Company’s board of directors: Douglas C. Bryant, Kenneth F. Buechler, Edward L. Michael, Mary Lake Polan, Ann D. Rhoads, Matthew W. Strobeck, Kenneth J. Widder, Joseph D. Wilkins Jr., Christopher M. Smith, Stephen H. Wise, Robert R. Schmidt and Evelyn Dilsaver, each of whom, other than Mr. Bryant and Mr. Smith, qualifies as an “independent director” under the applicable rules of Nasdaq.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph M. Busky resigned as Sole Director at QuidelOrtho Corp.
- Action
- resigned
- Role
- Sole Director
Exact text from the filing
Immediately following the appointment of the aforementioned members of the Company’s board of directors, Joseph M. Busky resigned as the sole director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Douglas C. Bryant was appointed as Chairman and Chief Executive Officer at QuidelOrtho Corp.
- Action
- appointed
- Role
- Chairman and Chief Executive Officer
Exact text from the filing
Douglas C. Bryant Chairman and Chief Executive Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mary Lake Polan was appointed as Member of the Board of Directors at QuidelOrtho Corp.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
On the Closing Date, the following individuals were appointed as members of the Company’s board of directors: Douglas C. Bryant, Kenneth F. Buechler, Edward L. Michael, Mary Lake Polan, Ann D. Rhoads, Matthew W. Strobeck, Kenneth J. Widder, Joseph D. Wilkins Jr., Christopher M. Smith, Stephen H. Wise, Robert R. Schmidt and Evelyn Dilsaver, each of whom, other than Mr. Bryant and Mr. Smith, qualifies as an “independent director” under the applicable rules of Nasdaq.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michelle A. Hodges was appointed as Senior Vice President, General Counsel at QuidelOrtho Corp.
- Action
- appointed
- Role
- Senior Vice President, General Counsel
Exact text from the filing
Michelle A. Hodges Senior Vice President, General Counsel
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kenneth J. Widder was appointed as Member of the Board of Directors at QuidelOrtho Corp.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
On the Closing Date, the following individuals were appointed as members of the Company’s board of directors: Douglas C. Bryant, Kenneth F. Buechler, Edward L. Michael, Mary Lake Polan, Ann D. Rhoads, Matthew W. Strobeck, Kenneth J. Widder, Joseph D. Wilkins Jr., Christopher M. Smith, Stephen H. Wise, Robert R. Schmidt and Evelyn Dilsaver, each of whom, other than Mr. Bryant and Mr. Smith, qualifies as an “independent director” under the applicable rules of Nasdaq.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert R. Schmidt was appointed as Member of the Board of Directors at QuidelOrtho Corp.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
On the Closing Date, the following individuals were appointed as members of the Company’s board of directors: Douglas C. Bryant, Kenneth F. Buechler, Edward L. Michael, Mary Lake Polan, Ann D. Rhoads, Matthew W. Strobeck, Kenneth J. Widder, Joseph D. Wilkins Jr., Christopher M. Smith, Stephen H. Wise, Robert R. Schmidt and Evelyn Dilsaver, each of whom, other than Mr. Bryant and Mr. Smith, qualifies as an “independent director” under the applicable rules of Nasdaq.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Werner Kroll was appointed as Senior Vice President, Research and Development at QuidelOrtho Corp.
- Action
- appointed
- Role
- Senior Vice President, Research and Development
Exact text from the filing
Werner Kroll, Ph.D. Senior Vice President, Research and Development
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Christopher M. Smith was appointed as Member of the Board of Directors at QuidelOrtho Corp.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
On the Closing Date, the following individuals were appointed as members of the Company’s board of directors: Douglas C. Bryant, Kenneth F. Buechler, Edward L. Michael, Mary Lake Polan, Ann D. Rhoads, Matthew W. Strobeck, Kenneth J. Widder, Joseph D. Wilkins Jr., Christopher M. Smith, Stephen H. Wise, Robert R. Schmidt and Evelyn Dilsaver, each of whom, other than Mr. Bryant and Mr. Smith, qualifies as an “independent director” under the applicable rules of Nasdaq.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kenneth F. Buechler was appointed as Member of the Board of Directors at QuidelOrtho Corp.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
On the Closing Date, the following individuals were appointed as members of the Company’s board of directors: Douglas C. Bryant, Kenneth F. Buechler, Edward L. Michael, Mary Lake Polan, Ann D. Rhoads, Matthew W. Strobeck, Kenneth J. Widder, Joseph D. Wilkins Jr., Christopher M. Smith, Stephen H. Wise, Robert R. Schmidt and Evelyn Dilsaver, each of whom, other than Mr. Bryant and Mr. Smith, qualifies as an “independent director” under the applicable rules of Nasdaq.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Douglas C. Bryant was appointed as Member of the Board of Directors at QuidelOrtho Corp.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
On the Closing Date, the following individuals were appointed as members of the Company’s board of directors: Douglas C. Bryant, Kenneth F. Buechler, Edward L. Michael, Mary Lake Polan, Ann D. Rhoads, Matthew W. Strobeck, Kenneth J. Widder, Joseph D. Wilkins Jr., Christopher M. Smith, Stephen H. Wise, Robert R. Schmidt and Evelyn Dilsaver, each of whom, other than Mr. Bryant and Mr. Smith, qualifies as an “independent director” under the applicable rules of Nasdaq.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Ann D. Rhoads was appointed as Member of the Board of Directors at QuidelOrtho Corp.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
On the Closing Date, the following individuals were appointed as members of the Company’s board of directors: Douglas C. Bryant, Kenneth F. Buechler, Edward L. Michael, Mary Lake Polan, Ann D. Rhoads, Matthew W. Strobeck, Kenneth J. Widder, Joseph D. Wilkins Jr., Christopher M. Smith, Stephen H. Wise, Robert R. Schmidt and Evelyn Dilsaver, each of whom, other than Mr. Bryant and Mr. Smith, qualifies as an “independent director” under the applicable rules of Nasdaq.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph M. Busky was appointed as Chief Financial Officer at QuidelOrtho Corp.
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
Joseph M. Busky Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Evelyn Dilsaver was appointed as Member of the Board of Directors at QuidelOrtho Corp.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
On the Closing Date, the following individuals were appointed as members of the Company’s board of directors: Douglas C. Bryant, Kenneth F. Buechler, Edward L. Michael, Mary Lake Polan, Ann D. Rhoads, Matthew W. Strobeck, Kenneth J. Widder, Joseph D. Wilkins Jr., Christopher M. Smith, Stephen H. Wise, Robert R. Schmidt and Evelyn Dilsaver, each of whom, other than Mr. Bryant and Mr. Smith, qualifies as an “independent director” under the applicable rules of Nasdaq.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Matthew W. Strobeck was appointed as Member of the Board of Directors at QuidelOrtho Corp.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
On the Closing Date, the following individuals were appointed as members of the Company’s board of directors: Douglas C. Bryant, Kenneth F. Buechler, Edward L. Michael, Mary Lake Polan, Ann D. Rhoads, Matthew W. Strobeck, Kenneth J. Widder, Joseph D. Wilkins Jr., Christopher M. Smith, Stephen H. Wise, Robert R. Schmidt and Evelyn Dilsaver, each of whom, other than Mr. Bryant and Mr. Smith, qualifies as an “independent director” under the applicable rules of Nasdaq.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Edward L. Michael was appointed as Member of the Board of Directors at QuidelOrtho Corp.
- Action
- appointed
- Role
- Member of the Board of Directors
Exact text from the filing
On the Closing Date, the following individuals were appointed as members of the Company’s board of directors: Douglas C. Bryant, Kenneth F. Buechler, Edward L. Michael, Mary Lake Polan, Ann D. Rhoads, Matthew W. Strobeck, Kenneth J. Widder, Joseph D. Wilkins Jr., Christopher M. Smith, Stephen H. Wise, Robert R. Schmidt and Evelyn Dilsaver, each of whom, other than Mr. Bryant and Mr. Smith, qualifies as an “independent director” under the applicable rules of Nasdaq.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Robert J. Bujarski was appointed as President and Chief Operating Officer at QuidelOrtho Corp.
- Action
- appointed
- Role
- President and Chief Operating Officer
Exact text from the filing
Robert J. Bujarski President and Chief Operating Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Michael S. Iskra was appointed as Chief Commercial Officer at QuidelOrtho Corp.
- Action
- appointed
- Role
- Chief Commercial Officer
Exact text from the filing
Michael S. Iskra Chief Commercial Officer
View on SEC.gov
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