Statistik Asas
| CIK | 1828443 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Ortho Clinical Diagnostics Holdings plc
SEC Filings (Chronological Order)
Halaman ini menyediakan senarai kronologi lengkap bagi Pemfailan SEC, tidak termasuk pemfailan pemilikan yang kami sediakan di tempat lain.
| June 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-39956 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC* (Exact name of registrant |
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| May 27, 2022 |
Amended and Restated Articles of Association of Ortho, dated May 27, 2022. Exhibit 3.1 2022 THE COMPANIES ACT 2006 PRIVATE COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION of ORTHO CLINICAL DIAGNOSTICS HOLDINGS LIMITED Company Number 13084624 (Adopted by special resolution passed on 2022) 99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44.20.7710.1000 www.lw.com TABLE OF CONTENTS Article Page 1. DISAPPLICATION OF MODEL ARTICLES 1 2. DEFINITIONS AND INTERPRETATION 1 |
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| May 27, 2022 |
Exhibit 99.1 QuidelOrtho Formed by the Completion of Transaction Combining Quidel and Ortho Clinical Diagnostics QuidelOrtho to participate in the William Blair 42nd Annual Growth Stock Conference June 8, 2022 SAN DIEGO, CA ? (BUSINESS WIRE)?May 27, 2022?QuidelOrtho Corporation (NASDAQ: QDEL) (?QuidelOrtho?), announced completion of the transaction combining Quidel Corporation (?Quidel?) and Ortho |
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| May 27, 2022 |
Exhibit 4.1 Published CUSIP Number: 74840YAA2 Revolving Credit CUSIP Number: 74840YAB0 Term Loan CUSIP Number: 74840YAC8 CREDIT AGREEMENT Dated as of May 27, 2022 among QUIDELORTHO CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Administrative Agent and Swing Line Lender, and The Other Lenders and L/C Issuers Party Hereto BOFA SECURITIES, INC., CITIBANK, N.A., MORGAN STANLEY MUFG LOAN PART |
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| May 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 27, 2022 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of registrant as specified in charter) England and Wales 001-39956 98-1574150 (State or other jurisdiction of incorpor |
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| May 26, 2022 |
ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC Exhibit 99.1 May 26, 2022 Michael Iskra Re: Option Agreement Amendment Dear Michael: Reference is made to those certain Option Agreement and Grant Notices (?Option Agreements?) between you and the Company, pursuant to which you were granted share options (?Options?) under the Company?s 2014 Equity Incentive Plan (the ?2014 Plan? and, together with the 2021 P |
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| May 26, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 26, 2022 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of Inco |
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| May 20, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2022 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of Inco |
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| May 20, 2022 |
Other Events, Submission of Matters to a Vote of Security Holders UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of In |
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| May 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2022 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of In |
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| May 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 18, 2022 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of Inco |
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| May 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 16, 2022 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of Inco |
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| May 10, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 3, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39956 Ortho Clinical Diagnostics Holdings plc (Exa |
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| May 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2022 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of registrant as specified in charter) England and Wales 001-39956 98-1574150 (State or other jurisdiction of incorpora |
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| May 6, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 6, 2022 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of registrant as specified in charter) England and Wales 001-39956 98-1574150 (State or other jurisdiction of incorpora |
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| May 5, 2022 |
Event Type: Q1 2022 Earnings Call Date: 2022-05-04 Company: Quidel Corp. Ticker: QDEL COMPANY PARTICIPANTS Ruben Argueta - Quidel Corp., Director-Investor Relations Douglas C. Bryant - Quidel Corp., President, Chief Executive Officer & Director Randall J. Steward - Quidel Corp., Chief Financial Officer OTHER PARTICIPANTS Jack Meehan - Analyst Andrew Cooper - Analyst MANAGEMENT DISCUSSION SECTION O |
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| May 4, 2022 |
Filed by Quidel Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Ortho Clinical Diagnostics Holdings plc (Commission File No. |
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| May 4, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2022 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of Incor |
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| May 4, 2022 |
Exhibit 99.1 Ortho Clinical Diagnostics Reports First Quarter 2022 Results Solid Revenue Performance Drives Financial Results Highlights ? Core revenue declined (0.9%) to $495.0 million, and grew 0.6% in constant currency and 4.2% excluding CoV-2 assay sales, which was a 4% headwind ? Growth, excluding CoV-2 assay sales, was driven by Americas, EMEA, and ASPAC regions ? Operating income was $47.1 |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| May 2, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin |
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| April 11, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defini |
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| April 7, 2022 |
AMENDED AND RESTATED SPECIAL ADVISOR AGREEMENT EXHIBIT 99.4 AMENDED AND RESTATED SPECIAL ADVISOR AGREEMENT THIS AMENDED AND RESTATED SPECIAL ADVISOR AGREEMENT (this ?Agreement?) is made and entered as of April 3, 2022 (the ?Effective Date?), by and between Coronado Topco, Inc., a Delaware corporation (the ?Company?), and Christopher Smith, an individual (?Smith?). BACKGROUND A. On December 22, 2021, the Company entered into a Business Combinat |
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| April 7, 2022 |
EXHIBIT 99.1 ORTHO-CLINICAL DIAGNOSTICS HOLDINGS PLC 2021 EQUITY INCENTIVE PLAN 2014 Equity Incentive Plan OMNIBUS AMENDMENT TO AWARD AGREEMENTS This Omnibus Amendment to Award Agreements (the ?Amendment?) amends those outstanding award agreements described below (the ?Award Agreements?) relating to share option awards, restricted share units and restricted shares (each an ?Award?) granted by Orth |
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| April 7, 2022 |
ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC EXHIBIT 99.2 April 7, 2022 Michael Schlesinger Re: Restricted Stock Unit Agreement and Option Agreement Amendment Dear Michael: Reference is made to those certain option award agreements (the ?Option Agreements?) between you and Ortho Clinical Diagnostics Holdings PLC (f/k/a Ortho-Clinical Diagnostics Bermuda Co. Ltd.) (the ?Company?), pursuant to which you |
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| April 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2022 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of Inc |
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| April 7, 2022 |
VIA EDGAR April 7, 2022 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| April 7, 2022 |
EXHIBIT 99.3 April 3, 2022 Christopher Smith Re: Restricted Stock Agreement Amendment Dear Chris: This letter sets forth our agreement with respect to certain terms and conditions of your outstanding restricted shares previously granted under the Company?s 2014 Equity Incentive Plan (the ?Plan?). This letter does not address the terms and conditions of your outstanding stock options, which are add |
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| March 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 2, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39956 Ortho Clinical D |
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| March 7, 2022 |
CORRESP 1 filename1.htm VIA EDGAR March 7, 2022 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Michael Fay Kevin Vaughn, Accounting Branch Chief Re: Ortho Clinical Diagnostics Holdings plc Form 10-K for the fiscal year ended January 3, 2021 Filed March 19, 2021 File No. 001-39956 Ladies and Gentlemen: Pursuant to the applicable pr |
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| February 18, 2022 |
Event Type: Q4 2021 Earnings Call Date: 2022-02-17 Company: Quidel Corp. Ticker: QDEL COMPANY PARTICIPANTS Ruben Argueta - Quidel Corp., Director-Investor Relations Douglas C. Bryant - Quidel Corp., President, Chief Executive Officer & Director Randall J. Steward - Quidel Corp., Chief Financial Officer Unverified Participant OTHER PARTICIPANTS MANAGEMENT DISCUSSION SECTION Operator Ladies and gent |
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| February 17, 2022 |
Filed by Quidel Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Ortho Clinical Diagnostics Holdings plc (Commission File No. |
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| February 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 15, 2022 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of |
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| February 16, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 16, 2022 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of |
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| February 16, 2022 |
Exhibit 99.1 Ortho Clinical Diagnostics Reports Fourth Quarter and Fiscal Year 2021 Results Strong Revenue Growth Drives Financial Results Highlights ? Fourth quarter Core revenue grew 3.5% to $518.9 million, or 4.3% in constant currency and 8.0% excluding CoV-2 assay sales ? Fiscal year Core revenue grew 16.1% to $2.01 billion, or 14.6% in constant currency and 15.7% excluding CoV-2 assay sales ? |
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| February 16, 2022 |
Exhibit 99.1 SPECIAL ADVISOR AGREEMENT THIS SPECIAL ADVISOR AGREEMENT (this ?Agreement?) is made and entered as of February 15, 2022, by and between Coronado Topco, Inc., a Delaware corporation (the ?Company?), and Christopher Smith, an individual (?Smith?). BACKGROUND 1. On December 22, 2021, the Company entered into a Business Combination Agreement (the ?BCA?) by and among the Company, Ortho Cli |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ) Ortho Clinical Diagnostics Holdings plc (Name of Issuer) COMMON STOCK (Title of Class of Securities) G6829J107 (CUSIP NUMBER) December 31, 2021 (Date of Event which Requires Filing of Statement) Check the appropriate box to designate the Rule pursuant to w |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 9, 2022 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of |
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| February 14, 2022 |
Filed by Quidel Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Ortho Clinical Diagnostics Holdings plc (Commission File No. |
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| February 11, 2022 |
Exhibit 24 POWER OF ATTORNEY The undersigned understands that, from time to time, the Carlyle Companies (defined below) are required to prepare, execute and file certain federal and state securities laws filings. |
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| February 11, 2022 |
GB:OCDX / Ortho Clinical Diagnostics Holdings PLC / Carlyle Group Inc. - SC 13G Passive Investment Securities and Exchange Commission Washington, D.C. 20549 Schedule 13G (Rule 13d-102) Information to be Included in Statements Filed Pursuant to ? 240.13d-1(b), (c) and (d) and Amendments Thereto Filed Pursuant to ? 240.13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* Ortho Clinical Diagnostics Holdings plc (Name of Issuer) Ordinary Shares (Title of Class of Securities) G6829J107 |
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| February 11, 2022 |
Exhibit 99 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that they are jointly filing this statement on Schedule 13G. |
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| February 4, 2022 |
Filed by Quidel Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Ortho Clinical Diagnostics Holdings plc (Commission File No. |
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| January 24, 2022 |
ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (“ORTHO”) NOTICE OF UK COURT SCHEME DIRECTIONS HEARING Exhibit 99.1 FOR IMMEDIATE RELEASE 24 JANUARY 2022 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (“ORTHO”) NOTICE OF UK COURT SCHEME DIRECTIONS HEARING Further to the joint announcement by Ortho and Quidel Corporation (“Quidel”) on December 23, 2021 of the signing of a definitive business combination agreement, Ortho announces that, as a preliminary procedural step in the process of implementing the com |
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| January 24, 2022 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 24, 2022 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of |
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| January 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2022 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of |
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| January 18, 2022 |
Filed by Ortho Clinical Diagnostics Holdings plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934, as amended Subject Company: Quidel Corporation (Commission File No. |
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| January 18, 2022 |
Ortho Clinical Diagnostics | 1001 US Highway 202, Raritan, NJ Exhibit 99.1 January , 2021 [] Re: CONFIDENTIAL - Retention/Loyalty Bonus Opportunity & Agreement Dear [], In conjunction with the recently announced planned combination (the ?Combination?) with the Quidel Corporation, Ortho-Clinical Diagnostics, Inc. (the ?Company?) is pleased to offer you a Retention Bonus Opportunity (the ?Retention Bonus?), up to a potential amount of $[], that would be paid i |
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| January 12, 2022 |
Filed by Quidel Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Ortho Clinical Diagnostics Holdings plc (Commission File No. |
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| January 12, 2022 |
Filed by Quidel Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Ortho Clinical Diagnostics Holdings plc (Commission File No. |
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| January 11, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 11, 2022 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of |
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| January 11, 2022 |
J.P. Morgan Healthcare Conference January 11, 2022 (Nasdaq: OCDX) Exhibit 99.1 This presentation and the oral remarks may contain ?forward-looking statements? within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include, among others, statements concerning (i) Ortho Clinical Diagn |
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| January 6, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 6, 2022 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of I |
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| January 6, 2022 |
Filed by Quidel Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Ortho Clinical Diagnostics Holdings plc (Commission File No. |
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| January 6, 2022 |
Exhibit 99.1 Ortho Clinical Diagnostics Announces Preliminary Financial Results for Fourth Quarter and Fiscal Year 2021 Expects 4Q Reported and Constant Currency Core Revenue Growth of ~4% Fiscal Year Reported and Constant Currency Core Revenue Growth of ~16% and ~15%, respectively RARITAN, N.J., January 06, 2022 - Ortho Clinical Diagnostics Holdings plc (Nasdaq: OCDX) (the ?Company?), one of the |
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| December 27, 2021 |
Filed by Ortho Clinical Diagnostics Holdings plc Filed by Ortho Clinical Diagnostics Holdings plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Quidel Corporation Commission File No.: 000-10961 Date: December 23, 2021 |
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| December 27, 2021 |
Translations of this message will be available on Inside Ortho shortly 425 1 d248329d425.htm 425 Filed by Ortho Clinical Holdings plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Quidel Corporation Commission File No.: 000-10961 Date: December 23, 2021 DECEMBER 23, 2021 Important Message from CEO Chris Smith Translations of this message will be available on In |
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| December 27, 2021 |
Filed by Ortho Clinical Diagnostics Holdings plc Filed by Ortho Clinical Diagnostics Holdings plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Quidel Corporation Commission File No.: 000-10961 Date: December 23, 2021 |
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| December 27, 2021 |
Quidel | Ortho Frequently Asked Questions Filed by Ortho Clinical Diagnostics Holdings plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Quidel Corporation Commission File No. |
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| December 27, 2021 |
Filed by Ortho Clinical Diagnostics Holdings plc 425 1 d248329d425.htm 425 Filed by Ortho Clinical Diagnostics Holdings plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Quidel Corporation Commission File No.: 000-10961 Date: December 23, 2021 Additional Information and Where To Find It This communication does not constitute an offer to se |
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| December 27, 2021 |
Filed by Ortho Clinical Holdings plc Pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Quidel Corporation Commission File No. |
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| December 23, 2021 |
Filed by Quidel Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Ortho Clinical Diagnostics Holdings plc (Commission File No. |
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| December 23, 2021 |
Form of Irrevocable Undertaking Exhibit 10.3 CARLYLE PARTNERS VI CAYMAN HOLDINGS, L.P. DEED OF IRREVOCABLE UNDERTAKING To: Ortho Clinical Diagnostics Holdings plc 1001 Route 202 Raritan, NJ 08869 Quidel Corporation 9975 Summers Ridge Rd. San Diego, CA 92121 (?Laguna?) 22 December 2021 Dear Ladies and Gentlemen, Deed of irrevocable undertaking relating to the strategic combination of the businesses of Laguna and Ortho Clinical Di |
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| December 23, 2021 |
Filed by Quidel Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Ortho Clinical Diagnostics Holdings plc (Commission File No. |
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| December 23, 2021 |
Exhibit 99.1 Quidel Contacts: Ortho Clinical Diagnostics: Randy Steward Chief Financial Officer (858) 552-7931 Investors: Bryan Brokmeier, CFA [email protected] Media and Investors: Ruben Argueta (858) 646-8023 [email protected] Media: Lisa Hayes [email protected] Quidel Corporation Signs Definitive Agreement to Acquire Ortho Clinical Diagnostics Strategic, transfo |
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| December 23, 2021 |
Exhibit 2.1 BUSINESS COMBINATION AGREEMENT by and among QUIDEL CORPORATION, CORONADO TOPCO, INC., ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC, LAGUNA MERGER SUB, INC., ORCA HOLDCO, INC. and ORCA HOLDCO 2, INC. Dated as of December 22, 2021 TABLE OF CONTENTS ARTICLE I THE COMBINATIONS Section 1.1. The Combinations 3 Section 1.2. Closing 4 Section 1.3. Effective Time 5 Section 1.4. Effect of the Orca Sc |
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| December 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of registrant as specified in its charter) England and Wales 001-39956 98-1574150 (State or other jurisdiction of |
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| December 23, 2021 |
Exhibit 10.1 PRINCIPAL STOCKHOLDERS AGREEMENT BY AND AMONG CORONADO TOPCO, INC., QUIDEL CORPORATION, ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC AND THE INITIAL CARLYLE STOCKHOLDER DECEMBER 22, 2021 TABLE OF CONTENTS Page SECTION I. DEFINITIONS 1 1.1 DraftingConventions; No Construction Against Drafter 1 1.2 Defined Terms 2 SECTION II. REPRESENTATIONS AND WARRANTIES AND COVENANTS 4 2.1 Representations |
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| December 23, 2021 |
Filed by Quidel Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Ortho Clinical Diagnostics Holdings plc (Commission File No. |
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| December 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 22, 2021 QUIDEL CORPORATION (Exact name of Registrant as specified in its Charter) Delaware 0-10961 94-2573850 (State or other jurisdiction of incorporation) (Commission File |
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| December 23, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 22, 2021 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of registrant as specified in its charter) England and Wales 001-39956 98-1574150 (State or other jurisdiction of |
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| December 23, 2021 |
Exhibit 10.2 Ortho Clinical Diagnostics Holdings plc 1001 Route 202 Raritan, NJ 08869 December 22, 2021 Carlyle Partners VI Cayman Holdings, L.P. One Vanderbilt Avenue Suite 3400 New York, NY 10017 Re: Project Coronado ? Director Appointment Rights Ladies and Gentlemen: Reference is hereby made to (i) that certain Business Combination Agreement, dated as of the date hereof, by and among Ortho Clin |
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| December 23, 2021 |
Filed by Quidel Corporation Pursuant to Rule 425 under the Securities Act of 1933, as amended, and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Ortho Clinical Diagnostics Holdings plc (Commission File No. |
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| November 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended October 3, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39956 Ortho Clinical Diagnostics Holdings plc (E |
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| November 3, 2021 |
Exhibit 99.1 Ortho Clinical Diagnostics Reports Third Quarter 2021 Results Strong Revenue Growth Drives Financial Results Company Raises Fiscal 2021 Guidance Across all Key Metrics Highlights ? Third quarter revenue increased 15.8% to $522.5 million, or 14.3% in constant currency ? Core revenue grew 14.8% to $508.9 million for the quarter, or 13.2% in constant currency ? Strength across all major |
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| November 3, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 2021 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of |
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| September 14, 2021 |
Exhibit 99.1 Ortho Clinical Diagnostics Announces Closing of Secondary Offering of Ordinary Shares and Full Exercise of Underwriters' Option to Purchase Additional Ordinary Shares RARITAN, N.J. ? September 14, 2021 ? Ortho Clinical Diagnostics Holdings plc (Nasdaq: OCDX) (the ?Company?), one of the world?s largest pure-play in vitro diagnostics companies, today announced the closing (the ?Closing? |
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| September 14, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2021 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction o |
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| September 10, 2021 |
Ortho Clinical Diagnostics Announces Pricing of Secondary Offering of Ordinary Shares Exhibit 99.1 Ortho Clinical Diagnostics Announces Pricing of Secondary Offering of Ordinary Shares RARITAN, N.J. ? September 09, 2021 ? Ortho Clinical Diagnostics Holdings plc (Nasdaq: OCDX) (the ?Company?), one of the world?s largest pure-play in vitro diagnostics companies, today announced the pricing of the previously announced underwritten secondary offering of 22,000,000 of the Company?s ordi |
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| September 10, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 9, 2021 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of |
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| September 10, 2021 |
22,000,000 Shares Ortho Clinical Diagnostics Holdings plc Ordinary shares Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-259364 Prospectus 22,000,000 Shares Ortho Clinical Diagnostics Holdings plc Ordinary shares This is a public offering of ordinary shares of Ortho Clinical Diagnostics Holdings plc. The selling shareholder identified in this prospectus is offering 22,000,000 of our ordinary shares. We are not selling any ordinary shar |
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| September 7, 2021 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 7, 2021 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of |
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| September 7, 2021 |
Ortho Clinical Diagnostics Announces Secondary Offering of Ordinary Shares Exhibit 99.1 Ortho Clinical Diagnostics Announces Secondary Offering of Ordinary Shares RARITAN, N.J. ? September 7, 2021 ? Ortho Clinical Diagnostics Holdings plc (Nasdaq: OCDX) (the ?Company?), one of the world?s largest pure-play in vitro diagnostics companies, today announced that one of its shareholders (the "Selling Shareholder"), an affiliate of The Carlyle Group, intends to offer for sale |
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| September 7, 2021 |
As filed with the Securities and Exchange Commission on September 7, 2021. S-1 1 d194092ds1.htm S-1 Table of Contents As filed with the Securities and Exchange Commission on September 7, 2021. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Ortho Clinical Diagnostics Holdings plc (Exact name of registrant as specified in its charter) England and Wales 2835 98-15 |
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| September 7, 2021 |
Ortho Clinical Diagnostics Holdings plc 1001 Route 202 Raritan, New Jersey 08869 555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com FIRM / AFFILIATE OFFICES Austin Milan Beijing Moscow Boston Munich Brussels New York Century City Orange County September 7, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Chicago Paris Dubai Riyadh D?sse |
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| September 7, 2021 |
Form of Underwriting Agreement Exhibit 1.1 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC [ ] Shares of Ordinary Shares Underwriting Agreement September [ ], 2021 Goldman Sachs & Co. LLC J.P. Morgan Securities LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o Goldman Sachs & Co. LLC 200 West Street New York, NY 10182 c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, NY 10179 Ladies and Gentle |
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| August 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q , UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended July 4, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39956 Ortho Clinical Diagnostics Holdings plc (Ex |
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| August 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 4, 2021 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of In |
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| August 4, 2021 |
Exhibit 99.1 Ortho Clinical Diagnostics Reports Second Quarter 2021 Results Strong Revenue Growth Drives Financial Results Company Raises Fiscal 2021 Guidance Across all Key Metrics RARITAN, N.J., August 4, 2021 ? Ortho Clinical Diagnostics Holdings plc (Nasdaq: OCDX), one of the world's largest pure-play in-vitro diagnostics (IVD) companies, today announced financial results for the second quarte |
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| July 9, 2021 |
Table of Contents CONFIDENTIAL TREATMENT REQUESTED BY ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC PURSUANT TO 17 C. |
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| June 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 11, 2021 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of registrant as specified in charter) England and Wales 001-39956 98-1574150 (State or other jurisdiction of incorpo |
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| June 15, 2021 |
Exhibit 10.1 RECEIVABLES PURCHASE AGREEMENT Dated as of June 11, 2021 by and among ORTHO-CLINICAL DIAGNOSTICS US FINANCECO I, LLC, as Seller, THE PERSONS FROM TIME TO TIME PARTY HERETO, as Purchasers, WELLS FARGO BANK, N.A., as Administrative Agent, and ORTHO-CLINICAL DIAGNOSTICS, INC., as initial Master Servicer Table of Contents Page ARTICLE I DEFINITIONS1 SECTION 1.01. Certain Defined Terms1 SE |
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| May 25, 2021 |
Exhibit 99.1 May 2021 Michael Iskra 10 Pfizer Road Bernardsville, NJ 07924 Dear Michael: Reference is made to that certain offer letter (the ?Offer Letter?) dated August 15, 2015 between you and Ortho Clinical Diagnostics plc. (the ?Company?) or one of its predecessors or subsidiaries. The purpose of this letter is to confirm the Company?s intent to provide you with severance benefits in the event |
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| May 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 21, 2021 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of registrant as specified in charter) England and Wales 001-39956 98-1574150 (State or other jurisdiction of incorpor |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended April 4, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-39956 Ortho Clinical Diagnostics Holdings plc (Exa |
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| May 11, 2021 |
Unregistered Sales of Equity Securities UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of registrant as specified in charter) England and Wales 001-39956 98-1574150 (State or other jurisdiction of incorpora |
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| May 5, 2021 |
Exhibit 99.1 Ortho Clinical Diagnostics Reports First Quarter 2021 Results First Quarter Revenue Growth Exceeds Company?s Expectations at 24.2%, Supporting Increase in 2021 Guidance RARITAN, N.J., May 5, 2021 ? Ortho Clinical Diagnostics Holdings plc (Nasdaq: OCDX), one of the world's largest pure-play in-vitro diagnostics (IVD) companies, today announced financial results for the first quarter en |
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| May 5, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 5, 2021 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of Incor |
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| May 3, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 27, 2021 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of registrant as specified in charter) England and Wales 001-39956 98-1574150 (State or other jurisdiction of incorp |
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| March 19, 2021 |
Description of Ortho Clinical Diagnostics Holdings plc’s Securities Exhibit 4.4 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 General As of December 31, 2020, Ortho Clinical Diagnostics Holdings plc, a public limited company incorporated under the laws of England and Wales (the ?Company,? ?we,? ?our? or ?us?), had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amen |
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| March 19, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 3, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number: 001-39956 Ortho Clinical D |
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| March 19, 2021 |
Exhibit 10.3 SHAREHOLDERS AGREEMENT OF ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC This Shareholders Agreement (?Agreement?) is entered into as of this 25th day of January, 2021, by and among Ortho Clinical Diagnostics Holdings plc, a public limited company incorporated and registered in England and Wales (the ?Company?), Carlyle Partners VI Cayman Holdings, L.P., a Cayman Islands exempted limited par |
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| March 19, 2021 |
EX-10.2 3 ocdx-ex1028.htm EX-10.2 Exhibit 10.2 PRINCIPAL SHAREHOLDERS AGREEMENT by and among Ortho Clinical Diagnostics Holdings plc and The Carlyle Shareholder January 25, 2021 US-DOCS\120152113.5 TABLE OF CONTENTS Page SECTION I. DEFINITIONS 1 1.1 Drafting Conventions; No Construction Against Drafter 1 1.2 Defined Terms 2 SECTION II. REPRESENTATIONS AND WARRANTIES 3 2.1 Representations and Warra |
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| March 18, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 18, 2021 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of Registrant as Specified in Its Charter) England and Wales 001-39956 98-1574150 (State or Other Jurisdiction of In |
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| March 18, 2021 |
Exhibit 99.1 Ortho Clinical Diagnostics Reports Fourth Quarter and Fiscal Year 2020 Results Fourth Quarter Revenue Growth Ahead of Company Expectations at 9.1% RARITAN, N.J., March 18, 2021 – Ortho Clinical Diagnostics Holdings plc (Nasdaq: OCDX), one of the world's largest pure-play in-vitro diagnostics (IVD) companies, today announced financial results for the fourth quarter and fiscal year ende |
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| February 23, 2021 |
Exhibit 99.1 Ortho Clinical Diagnostics Names Evelyn Dilsaver to Board of Directors Former CEO of Charles Schwab Investment Management will also serve as audit committee chair RARITAN, N.J. (Feb. 23, 2021) – Ortho Clinical Diagnostics (Nasdaq: OCDX), one of the world’s largest pure-play in vitro diagnostics (IVD) companies dedicated to transforming patient care, today announced that Evelyn Dilsave |
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| February 23, 2021 |
8-K 1 ocdx-8k20210223.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 23, 2021 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of registrant as specified in charter) England and Wales 001-39956 98-1574150 (Stat |
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| February 9, 2021 |
EX-99.1 Exhibit 99.1 Ortho Clinical Diagnostics Amends Credit Agreement to Extend Maturity and Increase Borrowing Capacity Under its Revolving Credit Facility Increases facility by $150 million and extends it to 2026 RARITAN, N.J., February 9, 2021 / PRNEWSWIRE/ — Ortho Clinical Diagnostics Holdings plc (Nasdaq: OCDX) (“Ortho”), one of the world’s largest pure-play in vitro diagnostics companies, |
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| February 9, 2021 |
EX-10.1 Exhibit 10.1 Execution Version FIFTH AMENDMENT This FIFTH AMENDMENT (this “Amendment”), dated as of February 5, 2021, by and among Ortho-Clinical Diagnostics S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 89C, rue Pafebruch, L - 8308 Capellen, Grand Duchy of Luxembourg and registered w |
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| February 9, 2021 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2021 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of registrant as specified in charter) England and Wales 001-39956 98-1574150 (State or other jurisdiction of |
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| February 5, 2021 |
Ortho Clinical Diagnostics Holdings plc 2021 Omnibus Incentive Award Plan EX-10.1 Exhibit 10.1 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article |
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| February 5, 2021 |
S-8 As filed with the Securities and Exchange Commission on February 4, 2021 Registration No. |
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| February 4, 2021 |
EX-99.1 Exhibit 99.1 Ortho Clinical Diagnostics Announces Closing of Full Over-Allotment Option from Initial Public Offering RARITAN, N.J., February 4, 2021 - Ortho Clinical Diagnostics Holdings plc (Nasdaq: OCDX) (“Ortho”), the world’s largest pure-play in vitro diagnostics company dedicated to improving and saving lives through innovative laboratory testing and blood-typing solutions, today anno |
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| February 4, 2021 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2021 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of registrant as specified in charter) England and Wales 001-39956 98-1574150 (State or other jurisdiction of |
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| February 4, 2021 |
Articles of Association of Ortho Clinical Diagnostics Holdings plc. EX-3.1 Exhibit 3.1 COMPANY NUMBER: 13084624 February 1, 2021 COMPANIES ACT 2006 A PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION of Ortho Clinical Diagnostics Holdings plc 99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44.20.7710.1000 www.lw.com CONTENTS Clause Page 1. PRELIMINARY 1 2. SHARE CAPITAL AND LIMITED LIABILITY 3 3. VARIATION OF RIGHTS 5 4. SHARE CERTIFICATES 6 5. LIEN 6 6 |
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| January 29, 2021 |
424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-251875 Prospectus 76,000,000 Shares Ortho Clinical Diagnostics Holdings plc Ordinary shares This is Ortho Clinical Diagnostics Holdings plc’s initial public offering. We are selling 76,000,000 of our ordinary shares. The initial public offering price of our ordinary shares is $17.00 per ordinary share. Prior to this offe |
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| January 27, 2021 |
S-1MEF As filed with the Securities and Exchange Commission on January 27, 2021 Registration No. |
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| January 27, 2021 |
8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC (Exact name of registrant as specified in its charter) England and Wales 98-1574150 (State or other jurisdiction of incorporation or organization) (I. |
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| January 25, 2021 |
555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com FIRM / AFFILIATE OFFICES January 25, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Beijing Boston Brussels Century City Chicago Dubai D?sseldorf Frankfurt Hamburg Hong Kong Houston London Los Angeles Mad |
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| January 19, 2021 |
Form of Underwriting Agreement EX-1.1 Exhibit 1.1 ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC [ ] Shares of Ordinary Shares Underwriting Agreement [ ], 2021 J.P. Morgan Securities LLC BofA Securities, Inc. Goldman Sachs & Co. LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o BofA Securities, Inc. One Bryant Park New York, New |
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| January 19, 2021 |
Form of Articles of Association of Ortho Clinical Diagnostics Holdings plc EX-3.1 Exhibit 3.1 COMPANY NUMBER: 13084624 [ Date ] COMPANIES ACT 2006 A PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION of Ortho Clinical Diagnostics Holdings plc 99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44.20.7710.1000 www.lw.com CONTENTS Clause Page 1. PRELIMINARY 1 2. SHARE CAPITAL AND LIMITED LIABILITY 3 3. VARIATION OF RIGHTS 5 4. SHARE CERTIFICATES 6 5. LIEN 6 6. CALLS |
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| January 19, 2021 |
Subsidiaries of the Registrant EX-21.1 Exhibit 21.1 Subsidiaries of the Registrant Legal Name of Subsidiary Jurisdiction of Incorporation or Organization Ortho-Clinical Diagnostics Australia Pty Ltd. Australia Ortho-Clinical Diagnostics FinCo S.à r.l., Barbados branch Barbados Ortho-Clinical Diagnostics NV Belgium Ortho-Clinical Diagnostics Bermuda Co. Ltd. Bermuda Ortho-Clinical Diagnostics Do Brasil Produtos Para Saude Ltda. |
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| January 19, 2021 |
Form of Director and Officer Indemnification Agreement of U.S. Crimson Acquisition Inc. EX-10.27 Exhibit 10.27 INDEMNIFICATION AND ADVANCEMENT AGREEMENT This Indemnification and Advancement Agreement (this “Agreement”) is made as of , by and between U.S. Crimson Acquisition Inc., a Delaware corporation (the “Company”), and , [a member of the board of directors][an officer][an employee][an agent][a fiduciary] of the Company (“Indemnitee”). This Agreement supersedes and replaces any an |
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| January 19, 2021 |
Form of Share Certificate for Ordinary Shares EX-4.3 Exhibit 4.3 ZQ|CERT#|COY|CLS|RGSTRY|ACCT#|TRANSTYPE|RUN#|TRANS# Ordinary Shares PAR VALUE $0.00001 Ordinary Shares Ortho Clinical Diagnostics ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC INCORPORATED UNDER THE LAWS OF ENGLAND AND WALES WITH COMPANY NUMBER 13084624 THIS CERTIFIES THAT MR. SAMPLE & MRS. SAMPLE & MR. SAMPLE &MRS. SAMPLE is the owner of ***ZERO HUNDRED THOUSAND ZERO HUNDRED AND ZERO |
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| January 19, 2021 |
EX-10.17 Exhibit 10.17 Employment Agreement This Employment Agreement (this “Agreement”), dated as of January 18, 2021 (the “Effective Date”), is made by and between Ortho-Clinical Diagnostics Bermuda Co. Ltd. a Bermuda exempted limited liability company (together with any successor thereto, the “Company”) and Christopher Michael Smith (the “Executive”) (collectively referred to herein as the “Par |
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| January 19, 2021 |
Form of Amended and Restated Shareholders Agreement EX-10.3 Exhibit 10.3 SHAREHOLDERS AGREEMENT OF ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC This Shareholders Agreement (“Agreement”) is entered into as of this th day of , 2021, by and among Ortho Clinical Diagnostics Holdings plc, a public limited company incorporated and registered in England and Wales (the “Company”), Carlyle Partners VI Cayman Holdings, L.P., a Cayman Islands exempted limited part |
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| January 19, 2021 |
S-1/A Table of Contents As filed with the Securities and Exchange Commission on January 19, 2021. |
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| January 8, 2021 |
CORRESP 1 filename1.htm 555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris January 8, 2021 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Dubai Riy |
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| January 4, 2021 |
EX-10.5 Exhibit 10.5 Execution Version FIRST AMENDMENT TO CREDIT AGREEMENT This FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of June 6, 2017, by and among Ortho-Clinical Diagnostics S.A. (the “Lux Borrower”), Ortho-Clinical Diagnostics, Inc. (the “U.S. Borrower” and together with the Lux Borrower, the “Borrowers”), Ortho-Clinical Diagnostics Holdings Luxembourg S.à r.l. (“Holdi |
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| January 4, 2021 |
Enhanced Minimum Severance Letter from Ortho-Clinical Diagnostics, Inc. to Chockalingam Palaniappan EX-10.22 Exhibit 10.22 Ortho Clinical Diagnostics Chockalingam Palaniappan San Diego, California Dear Palani: The purpose of this letter is to confirm Ortho’s intent to provide you with an Enhanced Minimum Severance, based on your role as Chief Innovation Officer. This is to confirm that we approve a minimum severance for you, should the need present itself, of twelve (12) months of your base sala |
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| January 4, 2021 |
EX-10.21 Exhibit 10.21 Ortho Clinical Diagnostics 01/24/2020 Dear Palani, I am pleased to confirm the offer to join Ortho-Clinical Diagnostics, Inc. (“The Company”) as Chief Innovation Officer. This is a Full time, exempt position. Pending satisfactory completion of the Company’s pre-employment requirements explained below, your anticipated start date is 02/24/2020. We are confident you will find |
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| January 4, 2021 |
EX-10.14 Exhibit 10.14 2014 EQUITY INCENTIVE PLAN OF ORTHO-CLINICAL DIAGNOSTICS BERMUDA CO. LTD. RESTRICTED STOCK AGREEMENT GRANT NOTICE The participant set forth below (the “Participant”) has been granted Restricted Stock, subject to the terms and conditions of the Ortho-Clinical Diagnostics Bermuda Co. Ltd. 2014 Equity Incentive Plan, as amended from time to time (the “Plan”) and this Restricted |
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| January 4, 2021 |
EX-10.12 Exhibit 10.12 2014 EQUITY INCENTIVE PLAN OF ORTHO-CLINICAL DIAGNOSTICS BERMUDA CO. LTD. RESTRICTED STOCK AGREEMENT GRANT NOTICE The participant set forth below (the “Participant”) has been granted Restricted Stock, subject to the terms and conditions of the Ortho-Clinical Diagnostics Bermuda Co. Ltd. 2014 Equity Incentive Plan, as amended from time to time (the “Plan”) and this Restricted |
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| January 4, 2021 |
Ortho Clinical Diagnostics Excess Plan EX-10.24 Exhibit 10.24 U.S. CRIMSON ACQUISITION, INC. ORTHO CLINICAL DIAGNOSTICS EXCESS PLAN (as amended and restated) Table of Contents ARTICLE ONE—INTRODUCTION 1 1.1 Establishment of the Plan 1 1.2 Purpose 1 ARTICLE TWO—DEFINITIONS 2 2.1 “Account” 2 2.2 “Account Balance” 2 2.3 “Administrator” 2 2.4 “Beneficiary” 2 2.5 “Code” 2 2.6 “Compensation” 2 2.7 “Compensation Limit” 2 2.8 “Contribution Lim |
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| January 4, 2021 |
First Amendment to Ortho Clinical Diagnostics Excess Plan EX-10.25 Exhibit 10.25 FIRST AMENDMENT TO ORTHO CLINICAL DIAGNOSTICS EXCESS PLAN WHEREAS, U.S. Crimson Acquisition Inc. (the “Company”) maintains the Ortho Clinical Diagnostics Excess Plan, as amended and restated (the “Plan”); WHEREAS, it is desirable to amend the Plan to reduce and then cease Employer Supplemental Contributions; and WHEREAS, the Company has reserved the right to amend the Plan p |
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| January 4, 2021 |
EX-10.8 Exhibit 10.8 Execution Version FOURTH AMENDMENT This FOURTH AMENDMENT (this “Amendment”), dated as of January 27, 2020, by and among Ortho-Clinical Diagnostics S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 89C, rue Pafebruch, L - 8308 Capellen, Grand Duchy of Luxembourg and registered |
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| January 4, 2021 |
EX-10.20 Exhibit 10.20 Ortho Clinical Diagnostics August 13, 2015 Michael Iskra 1316 State Boulevard Franklin, TN 37064 Dear Michael: I am pleased to confirm the offer to join Ortho-Clinical Diagnostics, Inc. (“the Company”) as President, North America Commercial Operations. We are confident you will find your new role to be one in which you can make significant contributions to the Company. The f |
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| January 4, 2021 |
EX-4.2 Exhibit 4.2 Execution Version ORTHO-CLINICAL DIAGNOSTICS, INC. and ORTHO-CLINICAL DIAGNOSTICS S.A., as Issuers and the Guarantors party hereto from time to time INDENTURE Dated as of June 11, 2020 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. Definitions 1 SECTION 1.2. Other Definitions 46 SECTION |
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| January 4, 2021 |
EX-4.1 Exhibit 4.1 Execution Version ORTHO-CLINICAL DIAGNOSTICS, INC. and ORTHO-CLINICAL DIAGNOSTICS S.A., as Issuers and the Guarantors party hereto from time to time INDENTURE Dated as of January 27, 2020 WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE SECTION 1.1. Definitions 1 SECTION 1.2. Other Definitions 46 SECTI |
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| January 4, 2021 |
EX-10.23 Exhibit 10.23 Execution Version Employment Agreement This Employment Agreement (this “Agreement”), dated as of May 22, 2014, is made by and between Crimson Bermuda Co. a Bermuda exempted limited liability company (together with any successor thereto, the “Company”) and MICHAEL A. SCHLESINGER (the “Executive”) (collectively referred to herein as the “Parties”). RECITALS A. It is the desire |
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| January 4, 2021 |
EX-10.17 Exhibit 10.17 Employment Agreement This Employment Agreement (this “Agreement”), dated as of September 30, 2020 (the “Effective Date”), is made by and between Ortho-Clinical Diagnostics Bermuda Co. Ltd. a Bermuda exempted limited liability company (together with any successor thereto, the “Company”) and Christopher Michael Smith (the “Executive”) (collectively referred to herein as the “P |
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| January 4, 2021 |
EX-10.13 Exhibit 10.13 2014 EQUITY INCENTIVE PLAN OF ORTHO-CLINICAL DIAGNOSTICS BERMUDA CO. LTD. RESTRICTED STOCK AGREEMENT GRANT NOTICE The participant set forth below (the “Participant”) has been granted Restricted Stock, subject to the terms and conditions of the Ortho-Clinical Diagnostics Bermuda Co. Ltd. 2014 Equity Incentive Plan, as amended from time to time (the “Plan”) and this Restricted |
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| January 4, 2021 |
EX-10.11 Exhibit 10.11 ORTHO-CLINICAL DIAGNOSTICS BERMUDA CO. LTD. 2014 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT GRANT NOTICE Unless otherwise defined herein, the terms defined in the Ortho-Clinical Diagnostics Bermuda Co. Ltd. 2014 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the terms in this Grant Notice (the “Grant N |
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| January 4, 2021 |
EX-10.15 Exhibit 10.15 ORTHO-CLINICAL DIAGNOSTICS BERMUDA CO. LTD. 2014 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT GRANT NOTICE Ortho-Clinical Diagnostics Bermuda Co. Ltd. (the “Company”), pursuant to its 2014 Equity Incentive Plan, as amended from time to time (the “Plan”), hereby grants to the holder listed below (“Participant”) the number of Restricted Stock Units (the “RSUs”) set fo |
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| January 4, 2021 |
Form of Director and Officer Deed of Indemnity of Ortho Clinical Diagnostics Holdings plc EX-10.26 Exhibit 10.26 DEED OF INDEMNITY THIS DEED OF INDEMNITY is made the day of BETWEEN: (1) Ortho Clinical Diagnostics Holdings plc, a public limited company registered in England and Wales with company number 13084624, whose registered office is at 11—12 St. James’s Square, Suite 1, 3rd Floor, London, England, United Kingdom SW1Y 4LB (the “Company”); and (2) of (the “Indemnified Person”). WHE |
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| January 4, 2021 |
Amended and Restated Consulting Services Agreement, dated as of October 15, 2020 EX-10.1 Exhibit 10.1 Execution Version AMENDED AND RESTATED CONSULTING SERVICES AGREEMENT This Amended and Restated Consulting Services Agreement (this “Agreement”), dated as of October 15, 2020, by and between Ortho-Clinical Diagnostics, Inc., a New Jersey corporation (as successor to Crimson Merger Sub, Inc., the “Company”), and Carlyle Investment Management, L.L.C., a Delaware limited liability |
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| January 4, 2021 |
EX-10.10 Exhibit 10.10 ORTHO-CLINICAL DIAGNOSTICS BERMUDA CO. LTD. 2014 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT GRANT NOTICE Unless otherwise defined herein, the terms defined in the Ortho-Clinical Diagnostics Bermuda Co. Ltd. 2014 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement, which includes the terms in this Grant Notice (the “Grant N |
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| January 4, 2021 |
EX-10.19 Exhibit 10.19 Ortho Clinical Diagnostics June 30, 2020 Joseph M. Busky 18718 Meadowgrass Drive Lindenhurst, IL 60046 Dear Joseph: The purpose of this letter is to confirm Ortho’s intent to provide you with an Enhanced Minimum Severance, based on your role as Chief Financial Officer. This is to confirm that we approve a minimum severance for you, should the need present itself, of six (6) |
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| January 4, 2021 |
EX-3.1 Exhibit 3.1 COMPANY NUMBER: 13084624 [ Date ] COMPANIES ACT 2006 A PUBLIC COMPANY LIMITED BY SHARES ARTICLES OF ASSOCIATION of Ortho Clinical Diagnostics Holdings plc 99 Bishopsgate London EC2M 3XF United Kingdom Tel: +44.20.7710.1000 www.lw.com CONTENTS Clause Page 1. PRELIMINARY 1 2. SHARE CAPITAL AND LIMITED LIABILITY 3 3. VARIATION OF RIGHTS 5 4. SHARE CERTIFICATES 6 5. LIEN 6 6. CALLS |
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| January 4, 2021 |
Power of Attorney (included in the signature page to the Registration Statement) S-1 Table of Contents As filed with the Securities and Exchange Commission on January 4, 2021. |
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| January 4, 2021 |
Form of Ortho Clinical Diagnostics Holdings plc 2021 Omnibus Incentive Award Plan EX-10.16 Exhibit 10.16 ORTHO CLINICAL DIAGNOSTICS PLC 2021 INCENTIVE AWARD PLAN ARTICLE I. PURPOSE The Plan’s purpose is to enhance the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing these individuals with equity ownership opportunities. Capitalized terms used in the Plan are defined in Article XI. AR |
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| January 4, 2021 |
EX-10.7 Exhibit 10.7 Execution Version THIRD AMENDMENT This THIRD AMENDMENT (this “Amendment”), dated as of January 7, 2020, by and among Ortho-Clinical Diagnostics S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 89C, rue Pafebruch, L—8308 Capellen, Grand Duchy of Luxembourg and registered with |
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| January 4, 2021 |
Form of Principal Shareholders Agreement EX-10.2 Exhibit 10.2 FORM OF PRINCIPAL SHAREHOLDERS AGREEMENT BY AND AMONG ORTHO CLINICAL DIAGNOSTICS HOLDINGS PLC AND THE CARLYLE SHAREHOLDER [ ● ], 2021 TABLE OF CONTENTS Page SECTION I. DEFINITIONS 1 1.1 Drafting Conventions; No Construction Against Drafter 1 1.2 Defined Terms 2 SECTION II. REPRESENTATIONS AND WARRANTIES 3 2.1 Representations and Warranties of the Initial Carlyle Shareholder 3 |
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| January 4, 2021 |
Offer Letter, dated June 30, 2020, by and between Ortho-Clinical Diagnostics, Inc. and Joseph Busky EX-10.18 Exhibit 10.18 Ortho Clinical Diagnostics 06/30/2020 Joseph M. Busky 18718 Meadowgrass Drive Lindenhurst, IL 60046 Dear Joseph: I am pleased to confirm the offer to join Ortho-Clinical Diagnostics, Inc. (“The Company”) as Chief Financial Officer- US- Raritan, NJ. This is a Full time, exempt position. Pending satisfactory completion of the Company’s pre-employment requirements explained bel |
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| January 4, 2021 |
EX-10.6 Exhibit 10.6 EXECUTION VERSION SECOND AMENDMENT This SECOND AMENDMENT (this “Amendment”), dated as of June 8, 2018, by and among Ortho-Clinical Diagnostics S.A., a public limited liability company (société anonyme) incorporated under the laws of the Grand Duchy of Luxembourg, having its registered office at 89C, rue Pafebruch, L - 8308 Capellen, Grand Duchy of Luxembourg and registered wit |
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| January 4, 2021 |
EX-10.4 Exhibit 10.4 Execution Version CREDIT AGREEMENT DATED AS OF JUNE 30, 2014 AMONG ORTHO-CLINICAL DIAGNOSTICS S.A., AS LUX BORROWER, CRIMSON MERGER SUB, INC., AS INITIAL U.S. BORROWER, AND ORTHO-CLINICAL DIAGNOSTICS, INC., AS U.S. BORROWER, ORTHO-CLINICAL DIAGNOSTICS HOLDINGS LUXEMBOURG S.À R.L., AS HOLDINGS, BARCLAYS BANK PLC, AS ADMINISTRATIVE AGENT, COLLATERAL AGENT, SWING LINE LENDER AND |
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| January 4, 2021 |
Ortho-Clinical Diagnostics Bermuda Co. Ltd. 2014 Equity Incentive Plan EX-10.9 Exhibit 10.9 ORTHO-CLINICAL DIAGNOSTICS BERMUDA CO. LTD. 2014 EQUITY INCENTIVE PLAN 1. Purpose. The purpose of the Plan is to advance the interests of the Company’s shareholders by enhancing the Company’s ability to attract, retain and motivate persons who make (or are expected to make) important contributions to the Company by providing such persons with equity ownership opportunities and |
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| December 15, 2020 |
555 Eleventh Street, N.W., Suite 1000 Washington, D.C. 20004-1304 Tel: +1.202.637.2200 Fax: +1.202.637.2201 www.lw.com FIRM / AFFILIATE OFFICES Beijing Moscow Boston Munich Brussels New York Century City Orange County Chicago Paris December 15, 2020 Dubai Riyadh D?sseldorf San Diego Via EDGAR Frankfurt San Francisco Hamburg Seoul Securities and Exchange Commission Hong Kong Shanghai Division of Co |
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| December 15, 2020 |
DRS/A Table of Contents CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. § 200.83 As confidentially submitted to the Securities and Exchange Commission on December 15, 2020. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHA |
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| November 25, 2020 |
DRS/A Table of Contents CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. § 200.83 As confidentially submitted to the Securities and Exchange Commission on November 24, 2020. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHA |
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| November 24, 2020 |
November 24, 2020 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| October 16, 2020 |
DRS 1 filename1.htm Table of Contents CONFIDENTIAL TREATMENT REQUESTED PURSUANT TO 17 C.F.R. § 200.83 As confidentially submitted to the Securities and Exchange Commission on October 16, 2020. This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURIT |
