QUIDEL CORPORATION (NASDAQ:QDEL) Files An 8-K Financial Statements and ExhibitsItem 9.01 of Form 8-K concerning the Company’s acquisition of the Triage and BNP Businesses. No other amendments to the Original Form 8-K are being made by this Amendment.
On October 6, 2017, the Company closed its acquisition of: (i) the Triage® MeterPro business (the “Triage Business”) of Alere Inc., a Delaware corporation (“Seller”), to an Amended and Restated Purchase Agreement, dated September 15, 2017, among the Company, Seller, Quidel Cardiovascular Inc. (f/k/a QTB Acquisition Corp.), a Delaware corporation and wholly owned subsidiary of the Company (“Purchaser”), and, for the limited purposes set forth therein, Abbott Laboratories, an Illinois corporation (“Abbott”); and (ii) Seller’s contractual arrangement with Beckman Coulter, Inc. for the supply by Seller of antibodies and other inputs related to, and distribution of, the Triage® BNP Test for the Beckman Coulter Access Family of Immunoassay Systems (the “BNP Business” and together with the Triage Business, the “Triage and BNP Businesses”), to an Amended and Restated BNP Purchase Agreement, dated September 15, 2017, among the Company, Seller, Purchaser, and, for the limited purposes set forth therein, Abbott.
to its authority in Rule 3-13 of Regulation S-X, the staff of the Commission has informed the Company that it would permit the Company to file audited special purpose combined statements of assets acquired and liabilities assumed and of revenues and direct expenses, in satisfaction of the requirements of Rule 3-05 of Regulation S-X.
Item 9.01 Financial Statements and Exhibits.
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(a) |
Financial statements of businesses acquired. |
For the Triage and BNP Businesses: (i) the Special Purpose Combined Statements of Assets Acquired and Liabilities Assumed as of September 30, 2017 (unaudited), December 31, 2016 and 2015 (audited), and (ii) the Special Purpose Combined Statements of Net Revenues and Direct Expenses for the nine-month periods ended September 30, 2017 and 2016 (unaudited) and for the years ended December 31, 2016, 2015, and 2014 (audited), the notes related thereto and the related Report of Independent Auditors, issued by PricewaterhouseCoopers LLP, dated December 18, 2017, are attached hereto as Exhibit 99.2 and incorporated herein by reference.
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(b) |
Pro forma financial information. |
The unaudited pro forma combined financial information giving effect to the acquisition and related financing as of September 30, 2017, and for the nine months ended September 30, 2017 and for the year ended December 31, 2016, and the notes related thereto, are attached as Exhibit 99.3 hereto and incorporated herein by reference.
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Exhibit No. |
Description of Exhibit |
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10.1 |
Amended and Restated Triage Purchase Agreement, dated as of September 15, 2017, by and among Quidel Corporation, solely for the purposes of Sections 6.13 and 12.15 thereof, Alere Inc., Quidel Cardiovascular Inc. (f/k/a QTB Acquisition Corp.), and, for the limited purposes set forth therein, Abbott Laboratories (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Quidel Corporation on September 18, 2017).
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10.2 |
Amended and Restated BNP Purchase Agreement, dated as of September 15, 2017, by and among Quidel Corporation, solely for the purposes of Section 11.15 thereof, Alere Inc., Quidel Cardiovascular Inc. (f/k/a QTB Acquisition Corp.), and, for the limited purposes set forth therein, Abbott Laboratories (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by Quidel Corporation on September 18, 2017).
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23.1 |
Consent of PricewaterhouseCoopers, LLP.
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99.1 |
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99.2 |
The Special Purpose Combined Statements of Assets Acquired and Liabilities Assumed as of September 30, 2017 (unaudited), December 31, 2016 and 2015 (audited), and the Special Purpose Combined Statements of Revenues and Direct Expenses for the nine-month periods ended September 30, 2017 and 2016 (unaudited) and for the years ended December 31, 2016, 2015, and 2014 (audited), in each case for the Triage and BNP Businesses, and the notes related thereto.
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99.3 |
QUIDEL CORP /DE/ ExhibitEX-23.1 2 a231consent.htm EXHIBIT 23.1 Exhibit Exhibit 23.1CONSENT OF INDEPENDENT ACCOUNTANTSWe hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 (No. 333-200654,…To view the full exhibit click here
About QUIDEL CORPORATION (NASDAQ:QDEL)
Quidel Corporation is engaged in the development, manufacturing and marketing of diagnostic testing solutions. The Company’s diagnostic testing solutions primarily include applications in infectious diseases, women’s health and gastrointestinal diseases. It sells its products directly to end users and distributors, in each case, for professional use in physician offices, hospitals, clinical laboratories, reference laboratories, universities, retail clinics and wellness screening centers. It markets its products in the United States through a network of national and regional distributors and a direct sales force. Internationally, it sells and markets primarily through distributor arrangements. Its diagnostic solutions are used in the detection and diagnosis of many critical diseases and other medical conditions, including autoimmune diseases, bone health and thyroid diseases. It provides diagnostic testing solutions under various brand names, including Quidel, QuickVue+ and Thyretain.