Independent Directors of Abcam Highlight Compelling Reasons for Shareholders to Support Proposed Sale to Danaher
- The proposed sale of Abcam to Danaher Corporation for $24.00 per share in cash is compelling and deserves shareholder support.
- The $24.00 offer price represents a 48% premium to the Volume Weighted Average Price of $16.21 for the 30 trading-day period ended May 16, 2023.
- Danaher's final offer price exceeds Lazard's fairness opinion Discounted Cash Flow ('DCF') Analysis Range of $18.55 to $23.90 per share and falls near the midpoint of Morgan Stanley's fairness opinion DCF Analysis Range of $19.15 to $30.00 per share.
- None.
The Independent Directors also mailed a letter to shareholders underscoring the reasons for its conviction, the full text of which follows:
Dear Shareholders,
As owners of Abcam plc (‘Abcam,’ the ‘Company,’ ‘Group,’ ‘we,’ ‘our,’ or ‘us’), you are being asked to vote in support of Abcam’s agreement to be acquired for
We are writing to you today as the independent non-executive directors of Abcam’s Board of directors to affirm that this agreement was the result of a rigorous, fair and competitive sale process. We unanimously support this Transaction as we believe it is the best deal available and is in the best interests of Abcam and its shareholders. The
We are asking you to support this Transaction by completing either your BLUE ADS Voting Instruction Card (if you are an Abcam ADS holder) or your BLUE and YELLOW Forms of Proxy (if you are an Abcam shareholder) distributed with the Scheme Circular. It is important that you do so as soon as possible. Your vote is important to help secure the future of Abcam and provide significant value for your shareholding.
Each of us joined this Board with no prior affiliation to the management team, and we operate with a singular focus on what is in the best interest of you, the shareholders. Each of us brings significant experience in the healthcare sector and in M&A. All of us proudly stand behind the careful analysis, thoughtful debate and rigorous process conducted by the Board and management at Abcam and our advisors over the past few months. At every step we have been completely transparent with all stakeholders on what we believe is in the best interests of the Company and its shareholders.
As a Board, we have always acted in accordance with our fiduciary duties and are acutely aware that our responsibility as Board members is to act in the best interests of the Company and all its shareholders. This rigorous sale process was conducted in line with good governance principles and strict procedures, and we provided robust oversight of the sale process, supported by a dedicated sub-committee with significant M&A and industry experience.
Now, the future of Abcam and your investment lies with you. It is important that you cast your vote soon to make sure your voice is heard to help this excellent deal for Abcam become a reality.
As you review this Transaction, we ask you to consider the following key questions, to help you understand how we’ve arrived at our decision.
1. Why did the Board commence a review of strategic alternatives?
As a public company, the independent directors are always keenly aware of their responsibilities to evaluate offers to acquire the Company and analyze what is in the best interests of the Company and all its shareholders.
The highly public nature and perceived uncertainty stemming from Jonathan Milner’s activist campaign resulted in an increase in inbound inquiries from potential counterparties. The first of these inquiries took place in April, when a major multinational life sciences company expressed an initial interest in a potential transaction. Not long after, the Board decided to disclose the receipt of this strategic interest to best understand how shareholders might view a potential transaction. After consulting with and listening to shareholders, the Board decided to pursue a strategic review and evaluate the value it could receive from a potential transaction.
2. Is this the best price?
Danaher’s
The sale process was competitive through to the final bids, and the rigor of the process underpins our confidence in the value of the offer. We engaged with over 30 potential counterparties, including 21 corporates and 12 financial sponsors from the
The
The
Both financial advisors’ analyses were based on the Abcam management team’s forecasts, which included ambitious revenue growth and margin improvement targets. In other words, in connection with the Board’s evaluation of the potential transaction with Danaher, a range of potential outcomes for the business have been accounted for fairly and completely.
3. What certainty does this offer shareholders, and what is the alternative?
While Abcam’s growth has been robust, it is not immune to external headwinds. Companies operating in the life sciences tools sector – including Abcam – have been hit by rising cost of capital since early 2022, while macroeconomic headwinds experienced by the broader life sciences sector impose increasing pressures. Geopolitical tensions in
Adding an additional layer of uncertainty is Jonathan Milner. He has made it clear his intent is to seek to gain operational control of Abcam by installing himself as CEO, recruiting his own Chairman and putting in place a “shadow board” to oversee the Company. He has yet to provide any details as to the identity or experience of the “shadow board” or how he intends to deliver greater value than what is currently offered through this transaction. Twice in the last five months he has posited that he will replace directors of Abcam’s Board, without ever providing details of who the replacement directors would be. Shareholders should be concerned, just as we are, that Jonathan Milner has indicated he wishes to install himself as CEO and replace the Board with directors proposed by him based on unknown criteria.
Jonathan Milner is asserting that he is best positioned to lead Abcam as a standalone company, despite having not been operationally involved in the Company for nearly a decade while the business has materially transformed. Additionally, he has failed to acknowledge the substantial sector trends and macroeconomic headwinds that pose meaningful risks to Abcam’s prospects for robust organic growth as a standalone business as he has no experience running a large multi-national business. This disregard for the Company’s long-term success is misguided and represents a significant downside risk to rejecting this deal. This is an unpredictable path filled with risks and distraction, none of which are good for shareholder value creation.
Ultimately, if this Transaction were not approved by shareholders, it is uncertain what path Abcam would be on next. In the near-term, Abcam’s share price would most likely decline significantly as the premium of a transaction disappears. The subsequent share price would then be subject to an uncertain global market with increasing geopolitical tensions, as well as a protracted period of potential instability and uncertainty as Abcam is forced to navigate Jonathan Milner’s demands.
Not only does this Transaction present shareholders with a highly compelling premium, the all-cash consideration of the Transaction delivers a high level of certainty of value at a critical time.
We need your support to secure a positive outcome for all Abcam shareholders. It is critical that you take action now and VOTE FOR the Transaction to help to ensure you and your fellow shareholders receive significant value for your shareholding, while doing what is best for Abcam and ensuring it can continue to operate as a leader in the life sciences sector.
Sincerely Yours,
Peter Allen, BA (Hons) ACA |
|
|
|
Bessie |
|
Giles Kerr, BSc ACA |
|
|
|
Sally W. Crawford |
|
Mara Aspinall, MBA |
|
|
|
Luba Greenwood |
|
Mark Capone, MSc |
|
How to vote and meeting details
Notices of the Court Meeting and the General Meeting convened in connection with the Transaction are set out in the scheme circular published by Abcam on October 5, 2023 (the “Scheme Circular”), a copy of which is available at https://corporate.abcam.com/investors/danaher-abcam. The Court Meeting will start at 2.00 p.m. (
Abcam Shareholders
-
Abcam shareholders are urged to complete and return the BLUE and YELLOW Forms of Proxy distributed with the Scheme Circular, or to submit proxy appointments electronically by logging on to www.sharevote.co.uk or by CREST, so as to be received by the Company’s registrars, Equiniti Limited, no later than 2.00 p.m. (
U.K. Time) on November 2, 2023 (in the case of the BLUE Form of Proxy for the Court Meeting) or 2.15 p.m. (U.K. Time) on November 2, 2023 (in the case of the YELLOW Form of Proxy for the General Meeting). -
Abcam shareholders who have any questions or require any assistance in submitting their proxy appointment, should contact the Company’s registrars, Equiniti, by calling +44 (0) 371 384 2050. Lines are open 8.30 a.m. to 5.30 p.m. (
U.K. Time), Monday to Friday, excluding public holidays inEngland andWales .
Abcam ADS holders
-
Holders of Abcam American depositary share(s) (‘ADS(s)’), who are not entitled to attend or vote directly at the Court Meeting or General Meeting, are urged to complete and return the BLUE ADS Voting Instruction Cards distributed by Citibank, N.A., as Depositary, in accordance with the instructions printed on them so as to be received by no later than 10.00 a.m. (
U.S. Eastern Time) on October 31, 2023. Those who hold their Abcam ADSs indirectly through a broker, bank or other nominee, should follow the instructions provided by such nominee in order to submit their voting instructions in respect of the BLUE ADS voting instruction card as soon as possible. -
Abcam ADS Holders who have any questions or require any assistance in submitting their voting instructions, should contact the Company’s proxy solicitor, Morrow Sodali, by calling (800) 662-5200 (toll-free in
North America ) or +1 (203) 658-9400 or by emailing ABCM@info.morrowsodali.com.
Abcam shareholders are advised to ONLY use the BLUE Form of Proxy approved by the High Court of Justice of
Abcam ADS Holders are advised to ONLY use the form of BLUE ADS Voting Instruction Card prepared by the Depositary and approved by the Company in connection with the Court Meeting and General Meeting (whether by completing the form themselves or by following the instructions provided by their broker, bank or other nominee or intermediary in connection therewith) so as to ensure that their voting instructions are counted.
PROXY APPOINTMENTS OR VOTING INSTRUCTIONS SUBMITTED BY ANY OTHER MEANS MAY NOT BE ACCEPTED.
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 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 has furnished the same 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 vote regarding 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 Investors 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
1 Aggregate Value / Adjusted LTM EBITDA multiple as of Last Twelve Months “LTM” as of 30 September 2023.
2 Adj. EBITDA excluding share-based compensation calculated under IFRS.
View source version on businesswire.com: https://www.businesswire.com/news/home/20231012284679/en/
Abcam plc
Tommy Thomas, CPA
Vice President, Investor Relations
+1 617-577-4205
152 Grove Street, Building 1100
Media enquiries
FTI Consulting
+44 (0)20-3727-1000
Abcam@fticonsulting.com
Source: Abcam
FAQ
Why is the proposed sale of Abcam to Danaher compelling?
What is the offer price in relation to the company's historical trading price?
How does the offer price compare to financial advisors' fairness opinions?
What are the risks of not accepting the transaction?