Abcam Acquisition by Danaher Has Received All Identified Clearances; Transaction Expected to Close on December 6, 2023
- None.
- None.
The Transaction remains subject to the sanction of the Scheme by the High Court of Justice of
The Court Hearing at which the Court will be asked to sanction the Scheme has been scheduled to be held on December 4, 2023.
An updated expected timetable of principal events is set out below.
Capitalized terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Circular.
Expected Timetable of Principal Events
Event |
Time/date(1) |
|
|
|
|
Court Hearing to sanction the Scheme |
December 4, 2023 |
|
Last day of trading in Abcam ADSs on Nasdaq |
December 5, 2023 |
|
Scheme Record Time |
6.00 p.m. ( |
|
Effective Date of the Scheme |
December 6, 2023(2) |
|
Suspension of trading in Abcam ADSs on Nasdaq |
by 8.00 a.m. (Eastern Time) on December 6, 2023 |
|
Despatch of cheques and crediting of CREST for Consideration due to Scheme Shareholders under the Scheme |
as soon as practicable after the Effective Time, and in any event not later than five Business Days after the Effective Time |
|
Cancellation of listing of Abcam ADSs on Nasdaq |
December 15, 2023 |
|
Termination of Abcam ADS program |
January 5, 2024 |
|
Long Stop Date |
August 26, 2024(3) |
Notes:
(1) |
These times and dates are indicative only and are based on Abcam’s current expectations and may be subject to change. Abcam will give notice of any change(s) by issuing an announcement through a national news wire service in |
|
(2) | This will be the date on which the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. The events which are stated as occurring on subsequent dates are conditional on the Effective Date occurring and their timings are calculated by reference to this time. |
|
(3) |
This date may be extended: (i) by six months by either the Purchaser or the Company, by notice in writing to the other no later than 5.00 p.m. ( |
About Abcam plc
As an innovator in reagents and tools, Abcam’s purpose is to serve life science researchers globally to achieve their mission faster. Providing the research and clinical communities with tools and scientific support, the Company offers highly validated antibodies, assays and other research tools to address important targets in critical biological pathways.
Already a pioneer in data sharing and ecommerce in the life sciences, Abcam’s ambition is to be the most influential company in life sciences by helping advance global understanding of biology and causes of disease, which, in turn, will drive new treatments and improved health.
Abcam’s worldwide customer base of approximately 750,000 life science researchers uses Abcam’s antibodies, reagents, biomarkers and assays. By actively listening to and collaborating with these researchers, the Company continuously advances its portfolio to address their needs. A transparent program of customer reviews and datasheets, combined with industry-leading validation initiatives, gives researchers increased confidence in their results.
Founded in 1998 and headquartered in
For more information, please visit www.abcam.com or www.abcamplc.com.
Important Notices
Abcam is not a company subject to regulation under the City Code on Takeovers and Mergers (the ‘U.K. Takeover Code’), therefore no dealing disclosures are required to be made under Rule 8 of the
Forward-Looking Statements
This announcement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the following words: “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. They are not historical facts, nor are they guarantees of future performance. Any express or implied statements contained in this announcement that are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements regarding the implementation and benefits of the proposed sale to Danaher. These forward-looking statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation: Danaher’s and Abcam’s ability to complete the Transaction on the proposed terms or on the anticipated timeline, or at all, including the sanction of the High Court of Justice of
The forward-looking statements made in this announcement are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events as at such dates, even if they are subsequently made available by Abcam on its website or otherwise. Abcam does not undertake any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made other than to the extent required by applicable law.
Important Additional Information and Where to Find It
Abcam has furnished to the SEC under cover of a Report of Foreign Private Issuer on Form 6-K and mailed or otherwise provided to its shareholders the Scheme Circular containing information on the Scheme and the Transaction. This announcement is not a substitute for the Scheme Circular or any other document that may be filed or furnished by Abcam with the SEC. Investors and security holders are urged to carefully read the entire Scheme Circular (which includes an explanatory statement in respect of the Scheme in accordance with the requirements of the
Investors and shareholders will be able to obtain free copies of the Scheme Circular and other documents filed with or furnished to the SEC by the Company on its investor website (https://corporate.abcam.com/investors/danaher-abcam) or by writing to the Company, at 152 Grove Street, Building 1100
Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Any failure to comply with this restriction may constitute a violation of such laws or regulations. Persons in possession of this announcement or other information referred to herein should inform themselves about, and observe, any restrictions in such laws or regulations.
This announcement has been prepared for the purpose of complying with the applicable law and regulation of the
No Offer or Solicitation
This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.
The Transaction will be implemented solely pursuant to the Scheme, subject to the terms and conditions of the definitive transaction agreement, which contains the terms and conditions of the Transaction.
Morgan Stanley & Co. International plc (“Morgan Stanley”) which is authorised by the Prudential Regulation Authority and regulated in the
Lazard & Co., Limited , which is authorised and regulated in the
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Abcam plc
Tommy Thomas, CPA
Vice President, Investor Relations
+1 617-577-4205
Media enquiries
FTI Consulting
+44 (0)20-3727-1000
Abcam@fticonsulting.com
Source: Abcam plc
FAQ
What is the expected date of the Court Hearing to sanction the Scheme?
What is the Long Stop Date for the acquisition?