Item 1.01 Entry into a Material Definitive Agreement.

On January 31, 2023, Parent, Merger Sub and, immediately after giving effect to the Merger, Meridian, entered into (i) a Term Loan Credit Agreement (the "Term Loan Credit Agreement") with Standard Chartered Bank ("SCB"), as administrative agent, SCB, Industrial Bank of Korea, The Export-Import Bank of Korea, JPMorgan Chase Bank, N.A., Kookmin Bank, New York Branch and Citibank N.A., Hong Kong Branch, as joint lead arrangers, and SCB, as coordinating bank and (ii) a Revolving Credit Facility Credit Agreement (the "RCF Credit Agreement", and together with the Term Loan Credit Agreement, the "Credit Agreements") with PNC Bank, National Association ("PNC"), as administrative agent, and PNC Capital Markets LLC, as sole lead arranger, sole bookrunner and syndication agent. The Term Loan Credit Agreement made available to Merger Sub, and after the consummation of the Merger, Meridian, an aggregate principal amount of $500 million, in the form of a term loan credit facility (the "Term Loan"). The RCF Agreement makes available to Merger Sub, and after the consummation of the Merger, Meridian, revolving loan commitments in an aggregate principal amount of $50 million (the "RCF Loan" and together with the Term Loan, the "Credit Facilities"). As of January 31, 2023, the principal amount of the RCF Loan outstanding was approximately $25.0 million. The Credit Facilities mature on January 31, 2028.

Borrowings under the Term Loan Credit Agreement bear interest at a rate equal to 3-month Term SOFR rate plus 2.80% per annum. Borrowings under the RCF Credit Agreement bear interest at a rate equal to, at the option of Meridian, either (x) 3-month Term SOFR rate plus2.80% per annum or (y) the Base Rate plus 2.80% per annum.

--------------------------------------------------------------------------------

The Credit Facilities are guaranteed (i) by certain of Meridian's material wholly-owned domestic and foreign subsidiaries, and such guarantors will pledge substantially all their assets as collateral under the Credit Facilities, and (ii) by SDB pursuant to Guaranty Agreements entered into by the administrative agents and SDB.

Each Credit Agreement contains customary representations, warranties and conditions to borrowing and customary affirmative and negative covenants, which include, but are not limited to, covenants that limit or restrict Meridian's and all or certain of its subsidiaries' ability to incur indebtedness and other obligations, grant liens to secure obligations, make investments, merge or consolidate, and dispose of assets outside the ordinary course of business, in each case subject to customary exceptions for credit facilities of this size and type.

The foregoing description of the Credit Agreements and the transactions contemplated thereby does not purport to be complete and is subject to and . . .

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the Merger and entry into the Credit Facilities, Meridian terminated all commitments and repaid in full all outstanding loans due under the Amended and Restated Credit Agreement, dated as of October 25, 2021, by and among Meridian, as borrower, the guarantors party thereto, the lenders party thereto, PNC Bank, National Association, as administrative agent, PNC Capital Markets LLC, as joint lead arranger and sole bookrunner, and Fifth Third Bank, National Association, as joint lead arranger and syndication agent.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosures under the Introductory Note of this Current Report are incorporated herein by reference.

At the effective time of the Merger, each issued and outstanding share of Meridian's common stock (other than shares that were cancelled under the Merger Agreement, or shares held by shareholders who have properly exercised their demand for appraisal or dissenters' rights under Ohio law) was canceled and converted into the right to receive the Merger Consideration.

In addition, with respect to Meridian's equity-based awards, pursuant to the terms of the Merger Agreement, at the effective time of the Merger:



     •    Each option to purchase shares of Meridian common stock (each, an
          "Option") granted under Meridian's 2012 Stock Incentive Plan or 2021
          Omnibus Award Plan (collectively, the "Meridian Stock Plans") that was
          outstanding and unexercised (whether vested or unvested) was converted
          into the right of the holder to receive an amount in cash equal to the
          product of (i) the total number of shares of Meridian common stock
          subject to such Option, and (ii) the excess, if any, of the Merger
          Consideration over the exercise price per share of Meridian common stock
          set forth in such Option, less any required withholding taxes.



     •    Each award of a right under any Meridian Stock Plans (other than awards
          of Options) entitling the holder thereof to shares of Meridian common
          stock or cash equal to or based on the value of issued and outstanding
          shares of Meridian common stock (a "Share Unit") that was outstanding or
          payable was converted into the right of the holder to receive the Merger
          Consideration, less any required withholding taxes, in respect of a
          number of shares of Meridian common stock determined (i) in the case of
          Share Units subject to performance-based vesting conditions, the target
          number of shares of Meridian common stock, and (ii) in the case of Share
          Units not subject to performance-based vesting conditions, the total
          number of shares of Meridian common stock underlying such Share Units.

--------------------------------------------------------------------------------

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or

Standard; Transfer of Listing.

The disclosures under the Introductory Note and Item 2.01 of this Current Report are incorporated herein by reference.

On January 31, 2023, Meridian (i) notified the Nasdaq Stock Market LLC ("Nasdaq") of the consummation of the Merger, and (ii) requested that Nasdaq (A) suspend trading of Meridian's common stock effective before the opening of trading on January 31, 2023, and (B) file with the SEC a Form 25 Notification of Removal from Listing and/or Registration to delist and deregister the Shares under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). As a result, Meridian's common stock will no longer be listed on Nasdaq. Upon effectiveness of such Form 25, Meridian intends to file with the SEC a certification on Form 15 under the Exchange Act, requesting the termination of registration of Meridian's common stock under Section 12(g) of the Exchange Act and the suspension of Meridian's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 3.03 Material Modification to Rights of Security Holders.

The disclosures under the Introductory Note, Item 2.01, Item 3.01, Item 5.01 and 5.03 of this Current Report are incorporated herein by reference.

Item 5.01 Change in Control of Registrant.

The disclosures under the Introductory Note and Item 2.01 of this Current Report are incorporated herein by reference.

As a result of the consummation of the Merger, a change in control of Meridian occurred. Following the consummation of the Merger, Meridian became a direct wholly owned subsidiary of Parent.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On January 31, 2023, following the consummation of the Merger, Jack Kenny and Andrew Kitzmiller were elected as the directors of Meridian. In accordance with the terms of the Merger Agreement, effective as of the effective time of the Merger, the following persons, who were directors of Meridian prior to the effective time of the Merger, are no longer directors of Meridian: James Anderson, Anthony Bihl III, Dwight Ellingwood, John McIlwraith, John Rice, Catherine Sazdanoff, and Felicia Williams.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change of Fiscal

Year.

At the effective time of the Merger, the articles of incorporation and code of regulations of Meridian were amended and restated in accordance with the terms of the Merger Agreement. The amended and restated articles of incorporation and the amended and restated code of regulations of Meridian are filed as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 8.01 Other Events.

On January 31, 2023, Meridian issued a press release (a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference) announcing the consummation of the Merger on January 31, 2023.

--------------------------------------------------------------------------------

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits



Exhibit
  No.                                Exhibit Description

3.1           Second Amended and Restated Certificate of Incorporation of Meridian
            Bioscience, Inc.

3.2           Amended and Restated Code of Regulations of Meridian Bioscience,
            Inc.

10.1          Term Loan Credit Agreement, dated January 31, 2023, by and between,
            among others, Columbus Holding Company, Madeira Acquisition Corp.,
            Meridian Bioscience, Inc. and Standard Chartered Bank

10.2          Revolving Credit Facility Credit Agreement, dated January 31, 2023,
            by and between, among others, Columbus Holding Company, Madeira
            Acquisition Corp., Meridian Bioscience, Inc. and PNC Bank, National
            Association

99.1          Press Release, January 31, 2023, issued by Meridian Bioscience, Inc.


104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses