Danaher to acquire Abcam for $24.00 per Share
- Transaction unanimously approved and recommended by Abcam and Danaher Board of Directors
- Abcam expected to operate as a standalone company within Danaher's Life Sciences segment
- Transaction concludes strategic review process initiated by Abcam in June 2023
- None.
The Transaction has been unanimously approved and recommended by the Abcam Board of Directors and unanimously approved by the Danaher Board of Directors.
Founded in 1998 and headquartered in
Abcam is expected to operate as a standalone operating company and brand within Danaher's Life Sciences segment, furthering Danaher’s strategy to help map complex diseases and accelerate the drug discovery process.
The Transaction brings to a conclusion the review of strategic alternatives initiated by the Abcam Board of Directors in June 2023, following strategic inquiries from multiple parties. The comprehensive process, assisted by Lazard and Morgan Stanley as financial advisors and Latham & Watkins as legal advisor, engaged with over 30 potential counterparties, including more than 20 potential strategic acquirers before entering into a definitive agreement with Danaher.
Peter Allen, Chairman of Abcam, said: “Following a rigorous process, I’m confident this combination with Danaher maximizes value for shareholders while delivering an excellent outcome for our employees and customers.”
Alan Hirzel, Chief Executive Officer of Abcam, said: “Our strategy has transformed Abcam to become a scale innovator and important catalyst in the global life science community. Danaher shares our passion to help life science researchers achieve their mission faster and their operating company model allows us to continue to pursue our strategy, while harnessing the power of the Danaher Business System to ensure we remain the partner of choice for our customers.”
Rainer M. Blair, President and Chief Executive Officer, Danaher, said: “We couldn’t be more excited to have Abcam join Danaher. Abcam’s long track record of innovation, outstanding product quality and breadth of antibody portfolio positions them as a key partner for the scientific community. We look forward to welcoming Abcam’s innovative and talented team to Danaher as we continue to help our customers solve some of the world’s biggest healthcare challenges."
The Transaction is intended to be effected by way of a court sanctioned scheme of arrangement under English law, subject to the approval of Abcam shareholders, the receipt of certain regulatory approvals, the sanction of the High Court of Justice of
Danaher expects to fund the acquisition using cash on hand and proceeds from the issuance of commercial paper.
The Company will announce its half-year 2023 results on August 31, 2023. Due to the Transaction, the Company will not be hosting an earnings conference call.
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
Important Notices
Abcam is not a company subject to regulation under the City Code on Takeovers and Mergers (the ‘UK 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 Danaher’s and Abcam’s ability to complete the Transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary regulatory approvals and Abcam shareholder approval, 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 intends to furnish to the SEC under cover of a Report of Foreign Private Issuer on Form 6-K and mail or otherwise provide to its shareholders a circular containing information on the Scheme vote regarding the Transaction (the ‘Scheme Circular’). 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 will include an explanatory statement in respect of the Scheme in accordance with the requirements of the
In addition, 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 Investors website (https://corporate.abcam.com/investors/) 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
152 Grove Street, Building 1100
Media enquiries
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Source: Abcam plc