CINCINNATI, Dec. 12,
2022 /PRNewswire/ -- Meridian Bioscience, Inc.
(NASDAQ: VIVO), a leading global provider of diagnostic testing
solutions and life science raw materials, announced that it has
entered into a side letter with the buyer, setting the closing date
of Meridian's pending merger for January 31,
2023.
As previously disclosed, on July 7,
2022, Meridian, entered into an Agreement and Plan of Merger
(the "Merger Agreement") with SD Biosensor, Inc., ("SDB"), Columbus
Holding Company ("Parent"), and Madeira Acquisition Corp., a direct
wholly owned subsidiary of Parent ("Merger Sub", and together with
SDB and Parent, the "Parent Parties," and each individually a
"Parent Party"). The Merger Agreement provides, among other things,
that, upon the terms and subject to the conditions set forth in the
Merger Agreement and in accordance with the applicable provisions
of the Ohio General Corporation Law, Merger Sub will merge with and
into Meridian (the "Merger"), with Meridian surviving the Merger as
a direct wholly owned subsidiary of Parent.
On December 9, 2022, Meridian and
the Parent Parties, entered into a letter agreement (the "Letter
Agreement"), modifying the Merger Agreement. In the Letter
Agreement, Meridian and the Parent Parties agreed that all of the
conditions to the Parent Parties' obligations to complete the
Merger set forth in the Merger Agreement are satisfied (and are
deemed to remain satisfied through the completion of the Merger),
provided that the Company is required to comply with certain
covenants in the Merger Agreement through the completion of the
Merger. Meridian and the Parent Parties also agreed to
consummate the Merger on January 31,
2023 and to waive their right to terminate the Merger
Agreement if the Merger has not been consummated by 11:59 p.m. Eastern Time on January 6, 2023. In agreeing to consummate
the Merger on January 31, 2023, the
board of directors of Meridian determined that it is in the best
interest of Meridian's shareholders to provide the Parent Parties
additional time to consummate the Merger in order to finalize their
financing (which is not a condition to the consummation of the
Merger).
Please refer to the 8K filed today
for additional details including the full text of the Letter
Agreement filed as an exhibit to the 8K.
FORWARD-LOOKING STATEMENTS
The Private Securities
Litigation Reform Act of 1995 provides a safe harbor from civil
litigation for forward-looking statements accompanied by meaningful
cautionary statements. Except for historical information, this
press release contains 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, which may
be identified by words such as "continues", "estimates",
"anticipates", "projects", "plans", "seeks", "may", "will",
"expects", "intends", "believes", "signals", "should", "can",
"guidance" and similar expressions or the negative versions thereof
and which also may be identified by their context. Forward-looking
statements are based on current beliefs and assumptions that are
subject to risks and uncertainties. Actual results could differ
materially from those contained in any forward-looking statement as
a result of various factors, including, without limitation: (1) the
anticipated date for completion of the Merger, (2) the risk that
any announcements relating to the proposed Merger, including the
expected consummation, could have adverse effects on the market
price of Meridian's common stock; (3) economic or other conditions
in the markets in which Meridian operates, including as a result of
the COVID-19 pandemic or the Russia-Ukraine conflict; (4) the occurrence of any
event, change or other circumstances that could give rise to the
termination of the Merger Agreement or the Letter Agreement; (5)
the risk that the Company may not be able to comply with its
ongoing covenants set forth in the Merger Agreement in a timely
manner or at all; (6) risks related to distraction of Meridian's
management time from ongoing business operations due to the
proposed Merger; (7) the risk of any unexpected costs or expenses
resulting from the proposed Merger, the delay thereof or disputes
relating thereto; (8) the risk that the outcome of any legal
proceedings related to the proposed Merger could be material to
Meridian or detrimental to the proposed Merger; (9) the risk that
Meridian may be adversely affected by other economic, business, or
competitive factors; and (10) the effect of the announcement of the
proposed Merger on the ability of Meridian to retain and hire key
personnel and maintain relationships with customers, suppliers and
others with whom Meridian does business, or on the Meridian's
operating results and business generally. Should one or more of
these risks or uncertainties materialize, or should underlying
assumptions prove incorrect, actual results may vary materially
from those indicated or anticipated by these forward-looking
statements. Therefore, you should not rely on any of these
forward-looking statements. Additional factors that may
affect the future results of Meridian are set forth in its filings
with the SEC, including Meridian's most recently filed Annual
Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q,
Current Reports on Form 8-K and other filings with the SEC, which
are available on Meridian's website at
investor.meridianbioscience.com and the SEC's website at
www.sec.gov, specifically under the heading "Risk Factors." The
risks and uncertainties described above are not exclusive and
further information concerning Meridian and its businesses,
including factors that potentially could materially affect its
businesses, financial condition or operating results, may emerge
from time to time. Readers are urged to consider these factors
carefully in evaluating these forward-looking statements, and not
to place undue reliance on any forward-looking statements. The
forward-looking statements in this communication speak only as of
the date hereof. Except as required by law, Meridian assumes no
obligation to update or revise these forward-looking statements for
any reason, even if new information becomes available in the
future.
About Meridian Bioscience, Inc.
Meridian is a fully
integrated life science company that develops, manufactures,
markets, and distributes a broad range of innovative diagnostic
products. We are dedicated to developing and delivering better
solutions that give answers with speed, accuracy, and simplicity
that are redefining the possibilities of life from discovery to
diagnosis. Through discovery and development, we provide critical
life science raw materials used in immunological and molecular
tests for human, animal, plant, and environmental applications.
Through diagnosis, we provide diagnostic solutions in areas
including gastrointestinal and upper respiratory infections and
blood lead level testing. We build relationships and provide
solutions to hospitals, reference laboratories, research centers,
veterinary testing centers, physician offices, diagnostics
manufacturers, and biotech companies in more than 70 countries
around the world.
Meridian's shares are traded on the NASDAQ Global Select Market,
symbol VIVO. Meridian's website address is
www.meridianbioscience.com.
Contact:
Charlie Wood
Vice President – Investor Relations
Meridian Bioscience, Inc.
Phone: +1 513.271.3700
Email: mbi@meridianbioscience.com
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SOURCE Meridian Bioscience, Inc.