QUIDEL CORP /DE/: Other Events (Form 8-K)

Section 8.01 Other Events.

As previously disclosed, on December 22, 2021, Quidel Corporation (the
"Company") entered into a Business Combination Agreement (the "BCA") by and
among the Company, Ortho Clinical Diagnostics Holdings plc ("Ortho"), Coronado
Topco, Inc. ("Topco"), Orca Holdco, Inc. ("U.S. Holdco Sub") and Laguna Merger
Sub, Inc. ("U.S. Merger Sub"), each a wholly owned subsidiary of Topco, and Orca
Holdco 2, Inc., a wholly owned subsidiary of U.S. Holdco Sub, which provides for
a business combination of the Company and Ortho under Topco, a new holding
company (the "Combinations"). Pursuant to the BCA, the Combinations are expected
to be implemented by way of (i) a scheme of arrangement to be undertaken by
Ortho under Part 26 of the UK Companies Act 2006 (the "Ortho Scheme"), pursuant
to which each issued and outstanding share of Ortho will be acquired by a
nominee of Topco, such that Ortho will become a wholly owned subsidiary of
Topco, and (ii) a merger of U.S. Merger Sub with and into the Company
immediately following consummation of the Ortho Scheme, with the Company
surviving the merger as a wholly owned subsidiary of Topco. A definitive joint
proxy statement/prospectus was filed with the Securities and Exchange Commission
by Topco on April 11, 2022, in connection with, among other things, the BCA (the
"Registration Statement").

Certain Litigation

As previously disclosed in the Registration Statement, a lawsuit was filed by
and purportedly on behalf of an alleged Company stockholder: Lahey v. Quidel
Corporation, et al., No. 1:22-cv-02071 on March 14, 2022 in the United States
District Court for the Southern District of New York (the "Lahey Action"). An
additional lawsuit was filed by and purportedly on behalf of an alleged Company
stockholder: Pryor v. Quidel Corporation, et al., No 1:22-cv-03404 on April 27,
2022 in the United States District Court for the Southern District of New York
(the "Pryor Action").

The Lahey Action and Pryor Action name as defendants the Company and the members
of the Company's board of directors. The Lahey Action and Pryor Action allege,
among other things, that the Registration Statement omits certain information
regarding projections of Ortho, the Company and Topco, the analyses performed by
the financial advisors of the Company and Ortho, and potential conflicts of
interest involving a financial advisor and the Company's officers and directors.
The Lahey Action and Pryor Action seek, among other things, injunctive relief to
prevent the Combinations from closing, damages if the Combinations close,
declaratory relief in the form of an updated Registration Statement, and
attorneys' fees. The Company believes these claims are entirely without merit
and that the Registration Statement does not omit any material information about
the Combinations.

While the Company believes that the disclosures set forth in the Registration
Statement comply fully with all applicable laws and denies the allegations in
the pending actions described above, in order to moot plaintiffs' disclosure
claims, avoid nuisance and possible expense and business delays, and provide
additional information to its stockholders, the Company has determined
voluntarily to supplement certain disclosures in Registration Statement related
to plaintiffs' claims with the supplemental disclosures set forth below (the
"Supplemental Disclosures"). Nothing in the Supplemental Disclosures shall be
deemed an admission of the legal merit, necessity or materiality under
applicable laws of any of the disclosures set forth herein. To the contrary, the
Company specifically denies all allegations in the various litigation matters
that any additional disclosure was or is required or material.

                            SUPPLEMENTAL DISCLOSURES

This supplemental information should be read in conjunction with the
Registration Statement, including the balance of the sections entitled "Ortho
Unaudited Forward-Looking Financial Information," "Quidel Unaudited
Forward-Looking Financial Information," "Unaudited Pro Forma Synergy Estimates
for Topco," and "Discounted Cash Flow Analysis." Defined terms used but not
defined in the below disclosures have the meanings set forth in the Registration
Statement. Without admitting in any way that the disclosures below are material
or otherwise required by law, the Company makes the following amended and
supplemental disclosures.

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The section of the Registration Statement beginning on page 252 titled: “Discounted Cash Flow Analysis” is amended and supplemented as follows:

The fourth paragraph on page 253 is amended to add the following sentence at the end:

Perella Weinberg noted that, assuming a perpetuity growth rate of 2.5% and a
7.5% discount rate, the present value of the terminal value of Ortho was
approximately $7,748 million and approximately $7,639 million based on the Ortho
Forecasts and the Quidel Management Projections for Ortho, respectively.

The fourth paragraph on page 254 is amended to add the following sentence at the end:

Perella Weinberg noted that, assuming a perpetuity growth rate of 2.5% and a
7.5% discount rate, the present value of the terminal value of Quidel was
approximately $7,120 million, approximately $6,031 million and approximately
$2,659 million based on the Quidel Management Projections for Quidel (Case 1),
the Quidel Management Projections for Quidel (Case 2) and the Consensus
Estimates, respectively.

The section of the registration statement beginning on page 262 entitled: “Quidel Management Projections for Quidel” is amended and supplemented as follows:

Footnote 2 on page 263 is amended and reworded in its entirety to read as follows:

(2) Unleveraged free cash flow is calculated as EBITDA minus the following estimates of taxes and capital expenditures, and adjusted for the following estimates of changes in net working capital.

                                                                                                                 Terminal
                                        2021E       2022E       2023E       2024E       2025E       2026E         2026E
Case I Projections of Quidel
Taxes                                     (140 )       (78 )      (103 )      (149 )      (197 )      (191 )          (135 )
Capital Expenditures                      (266 )      (150 )      (100 )      (100 )      (100 )       (80 )           (80 )
Change in Net Working Capital              109          85          33         (27 )       (32 )        19               6
Case 2 Projections of Quidel
Taxes                                     (140 )       (78 )       (83 )      (112 )      (150 )      (150 )          (116 )
Capital Expenditures                      (266 )      (150 )      (100 )      (100 )      (100 )       (80 )           (80 )
Change in Net Working Capital              109          85          56          (8 )       (16 )         3               1

The section of the registration statement beginning on page 264 titled: “Ortho Management Projections for Ortho” is amended and supplemented as follows:

Footnote three on page 265 is amended and reworded in its entirety to read as follows:

(3) Unlevered Free Cash Flow was calculated by J.P. Morgan, for purposes of its
discounted cash flow analysis and based on estimates provided by Ortho
management, as future cash flows generated by an asset without including in such
calculation any debt servicing costs. Specifically, unlevered free cash flow for
this purpose represents Adjusted EBITDA less the following estimates of public
company addbacks, taxes, capital expenditures, increases in net working capital
and reagent rental instruments:

                                   2022E      2023E      2024E      2025E      2026E
Public Company Addbacks                44         19         10         10         10
Taxes                                  44         58         71         84        105
Capital Expenditures                   60         60         60         60         60

Increases in Net working capital 16 10 10 10

       10
Reagent Rental Instruments            135        140        140        140        140


For purposes of its discounted cash flow analyses and based on estimates
provided by Ortho management, Perella Weinberg calculated Unlevered Free Cash
Flow of Ortho for this purpose as EBITDA less taxes, plus depreciation and
amortization, and less capital expenditures and increases in net working
capital, resulting in Unlevered Free Cash Flow of approximately $313 million,
$284 million, $337 million, $382 million, $425 million, $476 million and
$523 million for 2021E, 2022E, 2023E, 2024E, 2025E, 2026E and the terminal year,
respectively.

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The second paragraph on page 266 is amended and rephrased in its entirety as follows:

As of January 3, 2021, Ortho's net operating losses were approximately
$830 million in the United States. In connection with commercial diligence,
Ortho management provided to Quidel its initial estimates of the ability to
utilize Ortho's net operating losses over the projection period, which amounts
were calculated as a tax benefit equal to $49 million in 2022, $53 million in
2023, $61 million in 2024, less than $1 million in 2025, and $0 thereafter.
Perella Weinberg utilized these initial estimates for purposes of its financial
analyses. After further internal review, Ortho management updated its estimates
for purposes of the Ortho Management Projections for Ortho, calculating such tax
benefit as the amount equal to, $16 million in 2022, $36 million in 2023,
$50 million in 2024, $56 million in 2025 and $29 million in 2026. The updated
estimates of tax benefits, which were not provided to Quidel or Perella
Weinberg, were utilized by J.P. Morgan for purposes of its financial analyses.

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