SEC Form 15-12B filed by Ortho Clinical Diagnostics Holdings plc
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 as specified in its charter)
1001 Route 202
Raritan, New Jersey 08869
(908) 218-8000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
ORDINARY SHARES, $0.00001 PAR VALUE
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule 12g-4(a)(1) |
☒ | |
| Rule 12g-4(a)(2) |
☐ | |
| Rule 12h-3(b)(1)(i) |
☒ | |
| Rule 12h-3(b)(1)(ii) |
☐ | |
| Rule 15d-6 |
☐ | |
| Rule 15d-22(b) |
☐ |
Approximate number of holders of record as of the certification or notice date: 1
| * | On May 27, 2022, pursuant to a Business Combination Agreement entered into as of December 22, 2021, by and among Quidel Corporation (“Quidel”), Ortho Clinical Diagnostics Holdings plc (“Ortho”), Coronado Topco, Inc. (“Topco”), Orca Holdco, Inc., Laguna Merger Sub, Inc. (“U.S. Merger Sub”) and Orca Holdco 2, Inc., Quidel and Ortho consummated a business combination (the “Combinations”) by way of (i) a scheme of arrangement undertaken by Ortho under Part 26 of the UK Companies Act 2006 (the “Ortho Scheme”), pursuant to which each issued and outstanding share of Ortho was acquired by a nominee of Topco, such that Ortho became a wholly owned subsidiary of Topco, and (ii) a merger of U.S. Merger Sub with and into Quidel, with Quidel surviving the merger as a wholly owned subsidiary of Topco. The High Court of Justice of England and Wales (the “Court”) sanctioned the Ortho Scheme on May 26, 2022 and a sealed order of the Court was delivered to the Registrar of Companies at Companies House on May 27, 2022. On May 27, 2022, upon the consummation of the Combinations, Topco was renamed QuidelOrtho Corporation. |
Pursuant to the requirements of the Securities Exchange Act of 1934, Ortho Clinical Diagnostics Holdings plc has duly caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
| Ortho Clinical Diagnostics Holdings plc | ||||||||
| Date: June 6, 2022 | By: | /s/ Joseph M. Busky | ||||||
| Name: | Joseph M. Busky | |||||||
| Title: | Chief Financial Officer | |||||||