Business Combination | Business Combination On May 27, 2022, pursuant to the BCA, Quidel and Ortho consummated the Combinations and each of Quidel and Ortho became a wholly owned subsidiary of QuidelOrtho. As a result of the Combinations, QuidelOrtho became the successor issuer to Quidel. The Combinations have been accounted for as a business combination using the acquisition method of accounting in conformity with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations , with Quidel considered the accounting and the legal acquirer. The Combinations enhance the Company’s revenue profile and expand the Company’s geographic footprint and product diversity. The Combinations were completed for a total consideration of approximately $4.3 billion, which included the fair value of equity issued based on the May 26, 2022 closing price of $99.60 per share of Quidel common stock. Former Ortho shareholders received $7.14 in cash and 0.1055 shares of QuidelOrtho common stock for each Ortho ordinary share. The total purchase consideration was calculated as follows (in millions, except value per share data and Ortho Exchange Ratio): Total Ortho shares subject to exchange 237.487 Ortho Exchange Ratio 0.1055 QuidelOrtho shares issued 25.055 Value per Quidel share as of May 26, 2022 $ 99.60 Fair value of stock consideration $ 2,495.5 Fair value of replacement equity awards (1) 47.9 Cash consideration (2) 1,747.7 Total purchase consideration $ 4,291.1 (1) Represents the fair value of replacement stock options (which include options with time-based, performance-based, and both performance- and market-based vesting conditions), restricted stock units (“RSUs”) and restricted stock outstanding as of May 27, 2022 that are attributable to service prior to the Combinations. The terms of the replacement awards are substantially similar to the former Ortho equity awards for which they were exchanged. The portion of the fair value of the replacement equity awards attributable to service after the Combinations is $46.6 million and will be recognized as compensation expense based on the vesting terms of the replacement equity awards. (2) Represents cash consideration of $7.14 per share paid to Ortho shareholders and holders of vested Ortho stock options on the closing date of the Combinations for 237.5 million outstanding Ortho shares and 7.3 million vested Ortho stock options. The Company funded the cash portion of the purchase price with cash on its balance sheet and a portion of the Term Loan (as defined in Note 8) proceeds from the Financing (as defined in Note 8). See Note 8 for further information regarding the Company’s debt. The components of the preliminary purchase price allocation on the closing date of the Combinations are as follows: (In millions) Amounts Recognized as of Acquisition Date Measurement Period Adjustments Amounts Recognized as of Acquisition Date Cash and cash equivalents $ 234.5 $ — $ 234.5 Accounts receivable 240.6 — 240.6 Inventories 386.8 — 386.8 Property, plant and equipment 767.5 157.8 925.3 Goodwill 2,291.3 (190.7) 2,100.6 Intangible assets 3,133.0 95.0 3,228.0 Prepaid expenses and other assets 287.9 4.4 292.3 Total assets 7,341.6 66.5 7,408.1 Accounts payable (135.0) — (135.0) Accrued payroll and related expenses (80.7) (0.4) (81.1) Long-term borrowings, including current portion (1) (2,268.4) — (2,268.4) Deferred tax liability (215.4) (62.8) (278.2) Other current and non-current liabilities (351.0) (3.3) (354.3) Total liabilities (3,050.5) (66.5) (3,117.0) Total purchase consideration $ 4,291.1 $ — $ 4,291.1 (1) Immediately following the closing of the Combinations, the Company repaid long-term borrowings assumed, which consisted of $1,608.4 million aggregate principal amount related to Ortho’s Dollar Term Loan and Euro Term Loan Facilities, $240.0 million aggregate principal amount of 7.375% Senior Notes due 2025 and $405.0 million aggregate principal amount of 7.250% Senior Notes due 2028. The 7.375% and 7.250% Senior Notes were fully discharged following the Combinations. The Company recorded a $23.5 million loss on extinguishment in connection with the Combinations, representing the difference between the reacquisition value, inclusive of $35.9 million of redemption premium, and the net carrying value of the extinguished debt. The fair value estimates for the assets acquired and liabilities assumed were based on preliminary calculations, and the Company’s estimates and assumptions are subject to change, including the valuation of inventory, property, plant and equipment, intangible assets, income taxes and legal contingencies, among other items, to reflect any additional information related to facts and circumstances that existed as of the closing date of the Combinations that, if known, would have affected the measurement of the amounts recognized as of that date. The Company is continuing to obtain and evaluate information relevant to the estimated future cash flows to value certain intangible assets, as well as replacement costs and relevant market transaction information to value acquired plant, property, and equipment. As a result, the preliminary related amounts presented above may change due to further measurement period adjustments. The Company expects to finalize the valuation as soon as practicable, but no later than one year after the closing date of the Combinations. The measurement period adjustments in the three months ended October 2, 2022 primarily resulted from completing preliminary valuations of real estate and personal property, revised future cash flow estimates for certain intangible assets and income tax liabilities. The related impact to net earnings that would have been recognized in previous periods if the adjustments were recognized as of the acquisition date is immaterial to the unaudited Consolidated Financial Statements. Inventories acquired included raw materials, work in progress and finished goods. Inventories were recorded at their estimated fair values. Inventories were valued at the estimated selling price less the estimated costs to be incurred to complete and sell the inventories, the associated margins on these activities and holding costs. A preliminary step-up in the value of inventory of $64.1 million was recorded in connection with the Combinations. The step-up value is being recorded in Cost of sales, excluding amortization of intangibles in the Consolidated Statements of Income as the inventory is sold to customers, and is expected to be fully recognized by the end of 2022. In the three and nine months ended October 2, 2022, $35.4 million and $46.6 million, respectively, of the fair value step-up of inventory was recognized in the unaudited Consolidated Statements of Income. Goodwill represents the excess of the total purchase consideration over the estimated fair value of the net assets acquired, and is primarily attributable to synergies which are expected to expand the Company’s revenue profile and product diversity, as well as Ortho’s assembled workforce. Goodwill is not deductible for tax purposes. The preliminary assignment of goodwill by reportable segment as of the closing date of the Combinations is as follows (in millions): North America $ 1,170.2 EMEA 376.0 China 114.4 Other 440.0 $ 2,100.6 The following table sets forth the amounts assigned to the identifiable intangible assets acquired (in millions, except years): Intangible Asset Amortization Period Fair Value of Assets Acquired Customer relationships 20 years $ 1,775.0 Developed technology 15 years 903.0 Trademarks 15 years 373.0 In-process research and development Not amortized 177.0 $ 3,228.0 The fair value of customer relationships and in-process research and development (“IPR&D”) was estimated using the Multi-Period Excess Earnings Method, which is a form of the income approach. Significant assumptions include: (i) the estimated annual net cash flows, which are a function of expected earnings attributable to the asset, contributory asset charges and the applicable tax rate, and (ii) the discount rate. The fair value of developed technology and trademarks was estimated using the Relief from Royalty Method, which is another form of the income approach. Significant assumptions include: (i) the estimated annual net cash flows, which are a function of expected earnings attributable to the asset, the probability of use of the asset, the royalty rate and the applicable tax rate, and (ii) the discount rate. Intangible assets are amortized on a straight-line basis over the amortization periods noted above, which reflects the estimated useful life of the underlying assets. The amortization of IPR&D will begin at the related product launch and will be tested annually for potential impairment. For the three and nine months ended October 2, 2022, the Company incurred $1.1 million and $47.0 million, respectively, of transaction costs related to the Combinations, which primarily consisted of financial advisory, legal, accounting and valuation-related expenses. These expenses were recorded in Acquisition and integration costs in the unaudited Consolidated Statements of Income. The following unaudited supplemental pro forma financial information shows the combined results of operations of the Company as if the Combinations had occurred on January 4, 2021, the beginning of the periods presented: Three Months Ended Nine Months Ended (In millions) October 2, 2022 October 3, 2021 October 2, 2022 October 3, 2021 Pro forma total revenues $ 783.8 $ 1,032.3 $ 3,184.7 $ 2,583.5 Pro forma net (loss) income 50.2 225.2 549.5 340.2 This unaudited supplemental pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved had the Combinations been completed at the beginning of fiscal year 2021. In addition, the unaudited supplemental pro forma financial information is not a projection of the Company’s future results of operations, nor does it reflect the expected realization of any synergies or cost savings associated with the Combinations. The unaudited supplemental pro forma financial information includes adjustments for: • Incremental intangible assets amortization expense to be incurred of $17.5 million, $10.2 million and $30.1 million in the nine months ended October 2, 2022 and the three and nine months ended October 3, 2021, respectively, based on the preliminary fair values of the identifiable intangible assets acquired; • Incremental cost of sales related to the fair value step-up of inventory which is reflected by an adjustment to decrease expense by $35.4 million and $46.6 million in the three and nine months ended October 2, 2022, respectively, and an adjustment to increase expense by $64.1 million in the nine months ended October 3, 2021; • Decreases in interest expense of $11.2 million, $7.5 million and $28.1 million in the nine months ended October 2, 2022 and the three and nine months ended October 3, 2021, respectively, associated with the issuance of debt to finance the Combinations and to repay Ortho’s then-outstanding indebtedness, including the net impact of the removal of the amortization of the discount on Ortho’s indebtedness and the change in amortization of deferred financing fees; • The removal of $50.3 million of loss on extinguishment of debt from Ortho’s financial results for the nine months ended October 3, 2021 and the reclassification of $24.0 million of loss on extinguishment of debt incurred during the nine months ended October 2, 2022 to the nine months ended October 3, 2021; • The reclassification of $12.8 million of expense related to the accelerated vesting of certain stock awards of Ortho’s former Chief Executive Officer from the nine months ended October 2, 2022 to the nine months ended October 3, 2021; and • Tax impacts related to the above adjustments. From the closing date of the Combinations through October 2, 2022, the acquired results of operations of Ortho contributed total revenues of $700.4 million and net loss of $63.6 million to the Company’s consolidated results, which included amortization of acquired intangible assets of $57.7 million and recognition in Cost of sales, excluding amortization of intangibles of the fair value step-up of inventory of $46.6 million. |