--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-021179" form_type: "8-K" ticker: null cik: "0000794172" company_name: "MERIDIAN BIOSCIENCE INC" filed_at: "2023-02-01T23:59:59+00:00" generated_at: "2026-06-20T04:26:43.330541+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # SD Biosensor/SJL Partners complete $34/share acquisition of Meridian Bioscience; stock to be delisted ## Summary - Merger closed on Jan 31, 2023; shareholders receive $34.00 per share in cash. - Meridian's common stock to be delisted from NASDAQ; Form 25 to be filed. - New board: Jack Kenny and Andrew Kitzmiller elected; prior directors resigned. - Meridian entered $500M term loan and $50M revolving credit facility, maturing Jan 2028. - Prior credit agreement terminated; all outstanding loans repaid in full. ## SEC filing metadata - accession: 0001193125-23-021179 - form_type: 8-K - cik: 0000794172 - company_name: MERIDIAN BIOSCIENCE INC - filed_at: 2023-02-01T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/794172/000119312523021179/0001193125-23-021179-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/794172/000119312523021179/d448822d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-021179 - JSON: https://secwatch.observer/filing/0001193125-23-021179.json - Plain text: https://secwatch.observer/filing/0001193125-23-021179.txt ## Key facts - Executive change Anthony Bihl III resigned as director at MERIDIAN BIOSCIENCE INC. - Action: resigned - Role: director source text: the following persons, who were directors of Meridian prior to the effective time of the Merger, are no longer directors of Meridian: James Anderson, Anthony Bihl III, Dwight Ellingwood, John McIlwraith, John Rice, Catherine Sazdanoff, and Felicia Williams. evidence_url: https://www.sec.gov/Archives/edgar/data/794172/000119312523021179/0001193125-23-021179-index.htm - Executive change Catherine Sazdanoff resigned as director at MERIDIAN BIOSCIENCE INC. - Action: resigned - Role: director source text: the following persons, who were directors of Meridian prior to the effective time of the Merger, are no longer directors of Meridian: James Anderson, Anthony Bihl III, Dwight Ellingwood, John McIlwraith, John Rice, Catherine Sazdanoff, and Felicia Williams. evidence_url: https://www.sec.gov/Archives/edgar/data/794172/000119312523021179/0001193125-23-021179-index.htm - Executive change James Anderson resigned as director at MERIDIAN BIOSCIENCE INC. - Action: resigned - Role: director source text: the following persons, who were directors of Meridian prior to the effective time of the Merger, are no longer directors of Meridian: James Anderson, Anthony Bihl III, Dwight Ellingwood, John McIlwraith, John Rice, Catherine Sazdanoff, and Felicia Williams. evidence_url: https://www.sec.gov/Archives/edgar/data/794172/000119312523021179/0001193125-23-021179-index.htm - Executive change Jack Kenny was elected as director at MERIDIAN BIOSCIENCE INC. - Action: elected - Role: director source text: Jack Kenny and Andrew Kitzmiller were elected as the directors of Meridian. evidence_url: https://www.sec.gov/Archives/edgar/data/794172/000119312523021179/0001193125-23-021179-index.htm - Executive change Dwight Ellingwood resigned as director at MERIDIAN BIOSCIENCE INC. - Action: resigned - Role: director source text: the following persons, who were directors of Meridian prior to the effective time of the Merger, are no longer directors of Meridian: James Anderson, Anthony Bihl III, Dwight Ellingwood, John McIlwraith, John Rice, Catherine Sazdanoff, and Felicia Williams. evidence_url: https://www.sec.gov/Archives/edgar/data/794172/000119312523021179/0001193125-23-021179-index.htm - Executive change Andrew Kitzmiller was elected as director at MERIDIAN BIOSCIENCE INC. - Action: elected - Role: director source text: Jack Kenny and Andrew Kitzmiller were elected as the directors of Meridian. evidence_url: https://www.sec.gov/Archives/edgar/data/794172/000119312523021179/0001193125-23-021179-index.htm - Executive change Felicia Williams resigned as director at MERIDIAN BIOSCIENCE INC. - Action: resigned - Role: director source text: the following persons, who were directors of Meridian prior to the effective time of the Merger, are no longer directors of Meridian: James Anderson, Anthony Bihl III, Dwight Ellingwood, John McIlwraith, John Rice, Catherine Sazdanoff, and Felicia Williams. evidence_url: https://www.sec.gov/Archives/edgar/data/794172/000119312523021179/0001193125-23-021179-index.htm - Executive change John Rice resigned as director at MERIDIAN BIOSCIENCE INC. - Action: resigned - Role: director source text: the following persons, who were directors of Meridian prior to the effective time of the Merger, are no longer directors of Meridian: James Anderson, Anthony Bihl III, Dwight Ellingwood, John McIlwraith, John Rice, Catherine Sazdanoff, and Felicia Williams. evidence_url: https://www.sec.gov/Archives/edgar/data/794172/000119312523021179/0001193125-23-021179-index.htm - Executive change John McIlwraith resigned as director at MERIDIAN BIOSCIENCE INC. - Action: resigned - Role: director source text: the following persons, who were directors of Meridian prior to the effective time of the Merger, are no longer directors of Meridian: James Anderson, Anthony Bihl III, Dwight Ellingwood, John McIlwraith, John Rice, Catherine Sazdanoff, and Felicia Williams. evidence_url: https://www.sec.gov/Archives/edgar/data/794172/000119312523021179/0001193125-23-021179-index.htm - M&A Transactions MERIDIAN BIOSCIENCE INC underwent a change of control involving SD Biosensor, Inc. for $34.00 in cash (closed 2023-01-31). - Action: change of control - Counterparty: SD Biosensor, Inc. - Consideration: $34.00 in cash - Closing: 2023-01-31 source text: issued and outstanding share of Meridian’s common stock (subject to certain exceptions set forth in the Merger Agreement) was canceled and converted into the right to receive $34.00 in cash, without interest (the “Merger Consideration”). The foregoing description of the Merger, the Merger Agreement and the Letter Agreement does not purport to be complete and evidence_url: https://www.sec.gov/Archives/edgar/data/794172/000119312523021179/0001193125-23-021179-index.htm - Material Agreements MERIDIAN BIOSCIENCE INC terminated Amended and Restated Credit Agreement with PNC Bank, National Association (administrative agent), PNC Capital Markets LLC (joint lead arranger), and Fifth Third Bank, National Association (joint lead arranger and syndication agent). - Action: termination - Agreement: credit facility - Counterparty: PNC Bank, National Association (administrative agent), PNC Capital Markets LLC (joint lead arranger), and Fifth Third Bank, National Association (joint lead arranger and syndication agent) source text: Meridian terminated all commitments and repaid in full all outstanding loans due under the Amended and Restated Credit Agreement, dated as of October 25, 2021, by and among Meridian, as borrower, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as administrative agent, PNC Capital Markets LLC, as joint lead arranger and sole bookrunner, and Fifth Third Bank, National Association, as joint lead arranger and syndication agent. evidence_url: https://www.sec.gov/Archives/edgar/data/794172/000119312523021179/0001193125-23-021179-index.htm - Material Agreements MERIDIAN BIOSCIENCE INC entered into RCF Credit Agreement with PNC Bank, National Association (as administrative agent), and PNC Capital Markets LLC (as sole lead arranger, sole bookrunner and syndication agent) valued at $50 million (effective 2023-01-31). - Action: entry - Agreement: credit facility - Counterparty: PNC Bank, National Association (as administrative agent), and PNC Capital Markets LLC (as sole lead arranger, sole bookrunner and syndication agent) - Value: $50 million - Effective: 2023-01-31 source text: The RCF Agreement makes available to Merger Sub, and after the consummation of the Merger, Meridian, revolving loan commitments in an aggregate principal amount of $50 million (the "RCF Loan" and together with the Term Loan, the "Credit Facilities"). evidence_url: https://www.sec.gov/Archives/edgar/data/794172/000119312523021179/0001193125-23-021179-index.htm - Material Agreements MERIDIAN BIOSCIENCE INC entered into Term Loan Credit Agreement with Standard Chartered Bank (as administrative agent), Industrial Bank of Korea, The Export-Import Bank of Korea, JPMorgan Chase Bank, N.A., Kookmin Bank, New York Branch, and Citibank N.A., Hong Kong Branch valued at $500 million (effective 2023-01-31). - Action: entry - Agreement: credit facility - Counterparty: Standard Chartered Bank (as administrative agent), Industrial Bank of Korea, The Export-Import Bank of Korea, JPMorgan Chase Bank, N.A., Kookmin Bank, New York Branch, and Citibank N.A., Hong Kong Branch - Value: $500 million - Effective: 2023-01-31 source text: The Term Loan Credit Agreement made available to Merger Sub, and after the consummation of the Merger, Meridian, an aggregate principal amount of $500 million, in the form of a term loan credit facility (the "Term Loan"). evidence_url: https://www.sec.gov/Archives/edgar/data/794172/000119312523021179/0001193125-23-021179-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.