SD BioSensor, Inc (KOSE:A137310) (SDB) and SJL Partners (collectively, the "Consortium") entered into a definitive merger agreement to acquire Meridian Bioscience, Inc. (NasdaqGS:VIVO) from Impactive Capital LP, BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc, Royce & Associates, LP and others for $1.5 billion on July 7, 2022. Under the terms of the agreement, Meridian shareholders will receive $34.00 per share in cash. SDB, which is obligated to ensure that the Consortium funds the acquisition, will do so, together with SJL, through a combination of cash on hand and additional financing capacity, leveraging its strong balance sheet. Upon completion of the transaction, it is expected that SDB will own approximately 60% and SJL will own approximately 40% of Meridian. Meridian will no longer be traded or listed on any public securities exchange. The Consortium intends to operate Meridian as an independent entity following the completion of the transaction and the Company's leadership team and headquarters are expected to remain in Cincinnati. Management team of Meridian will remain fully intact. If the Merger Agreement is terminated under certain circumstances, Meridian will be obligated to pay a termination fee equal to $45,960,000 in cash.

The transaction is subject to approval of required regulatory approvals, the absence of specified materially adverse outcomes of Meridian's previously disclosed and ongoing investigation by the U.S. Department of Justice. The closing of the Merger is subject to certain customary conditions, including, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Act, as amended, clearance (as described in the Merger Agreement) of the transactions contemplated by the Merger Agreement obtained from the Committee on Foreign Investment in the United States, and receipt of other specified governmental and regulatory consents, approvals and clearances that are imposed or required under specified foreign antitrust laws or foreign direct investment laws, and other conditions. Merger agreement has been unanimously approved by the boards of directors of Meridian and SDB, and the investment committee of SJL. Completion of the transaction is not contingent on any financing condition. On October 10, 2022, Meridian held a special meeting of its shareholders and approved the transaction. As of November 22, 2022, Meridian or the appropriate parties to the Merger Agreement have obtained approval or clearances, as applicable, for all relevant antitrust and foreign direct investment filings, including the filing related to the Committee on Foreign Investment in the United States (“CFIUS”) which was obtained on November 21, 2022. The transaction is expected to close in fourth quarter of calendar year 2022. As of November 22, 2022, Meridian continues to expect to complete the Merger before the end of calendar year 2022. As of December 9, 2022, the Parties 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.


Rothschild & Co US Inc. is serving as exclusive financial advisor and James P. Dougherty and Jonn R. Beeson of Jones Day and James M. Jansing and F. Mark Reuter of Keating Muething & Klekamp PLL are serving as legal counsels to Meridian. Piper Sandler & Co. is serving as exclusive financial advisor and Iksoo Kim and Robert W. Leung of Paul Hastings LLP are serving as legal counsels to the Consortium. Rothschild & Co US Inc. acted as fairness opinion provider to the board of Meridian. Rothschild & Co will receive an aggregate fee of approximately $22,200,000 from Meridian for its services, $1,500,000 of which became payable upon delivery of Rothschild & Co's opinion and the balance of which (currently, approximately $20,700,000) is contingent upon the consummation of the merger. Morrow Sodali LLC has been retained to assist with the solicitation of proxies. Morrow Sodali will be paid a fee of approximately $25,000 and will be reimbursed for its reasonable out-of-pocket expenses for these and other advisory services in connection with the special meeting. Sullivan & Cromwell LLP represented Rothschild & Co US Inc. who is financial advisor in the transaction.

SD BioSensor, Inc (KOSE:A137310) (SDB) and SJL Partners completed the acquisition of Meridian Bioscience, Inc. (NasdaqGS:VIVO) from Impactive Capital LP, BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc, Royce & Associates, LP and others on January 31, 2023.