Abcam plc (Nasdaq: ABCM) (‘Abcam,’ the ‘Group’ or the
‘Company’), a global leader in the supply of life science research
tools, today filed an investor presentation with the U.S.
Securities and Exchange Commission (available online at
https://corporate.abcam.com/investors/danaher-abcam), underscoring
why the proposed sale of Abcam to Danaher Corporation (NYSE: DHR)
(‘Danaher’) for $24.00 per share in cash is compelling and deserves
shareholder support.
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 $24.00 per share by Danaher
Corporation (NYSE: DHR) (“Danaher”).
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 $24.00 offer price maximizes value in
cash, provides a high level of certainty of return for your
investment and delivers an excellent outcome for Abcam’s employees
and customers.
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 $24.00 per share cash offer was the
highest and best price received at any point in the process. In
fact, the next highest bidder submitted a final offer of $22.50 per
share. Our negotiations with Danaher resulted in Danaher submitting
three offers to the Company, starting at $20.50.
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 U.S., Europe, and Asia, before entering into a
definitive agreement with Danaher. We received multiple bids to
acquire Abcam, rejected bids we deemed inadequate, and structured a
process to induce bidders to submit competitive offers that valued
the Company at a meaningful premium in order to remain in the
process. All interested parties were given full and fair
consideration, and no parties were excluded from the process based
on anti-trust concerns.
The $24.00 per share price represents a 48%
premium to the Volume Weighted Average Price of $16.21 for the 30
trading-day period ended May 16, 2023, prior to the press release
by Jonathan Milner on May 17, 2023 stating his intention to call an
extraordinary general meeting of Abcam. Prior to the speculation of
a transaction, Abcam’s shares never traded at or above $24.00. It
is our strong belief that shareholders are being presented a
significant and fair premium.
The $24.00 per share price also represents a
transaction multiple in excess of ~32x LTM EBITDA1,2 – a
significant premium to comparable transactions – demonstrating
external validation of Abcam’s successful transformation. 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.
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 China, a large and important
market for Abcam, coupled with a constrained biotech capital
markets environment and uncertainty surrounding U.S. government
funding, are all contributing to dampened valuations across the
sector and an unpredictable near-term outlook. As we evaluated this
offer, we were cognizant of the risks of achieving the management
team’s ambitious projections for the business, particularly in
light of these challenging dynamics. Without the Transaction, there
is no reason to believe Abcam’s share price would not reflect the
same pressures our peers face.
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 Lee, MS, BA
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. (U.K. Time) and the General Meeting
will start at 2.15 p.m. (U.K. Time) (or as soon thereafter as the
Court Meeting has been concluded or adjourned) on November 6,
2023.
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 in England and Wales.
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 England and Wales
and issued by the Company for the Court Meeting and the YELLOW Form
of Proxy issued by the Company for the General Meeting, or one of
the other methods stated in the Shareholder Circular, to submit
their proxy appointments in respect of the Court Meeting and
General Meeting so as to ensure that their votes are counted.
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 Cambridge, U.K., the
Company has served customers in more than 130 countries. Abcam’s
American Depositary Shares (ADSs) trade on the Nasdaq Global Select
Market (Nasdaq: ABCM).
For more information, please visit www.abcam.com or
www.abcamplc.com.
Important Notices
U.K. Takeover Code does not apply
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
U.K. Takeover Code by shareholders of Abcam or Danaher.
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 England and Wales and satisfaction of other
closing conditions to consummate the Transaction; the occurrence of
any event, change or other circumstance that could give rise to the
termination of the definitive transaction agreement relating to the
Transaction; risks related to diverting the attention of Danaher’s
and Abcam’s management from ongoing business operations; failure to
realize the expected benefits of the Transaction; significant
Transaction costs and/or unknown or inestimable liabilities; the
risk of shareholder litigation in connection with the Transaction,
including resulting expense or delay; the risk that Abcam’s
business will not be integrated successfully or that such
integration may be more difficult, time-consuming or costly than
expected; Danaher’s ability to fund the cash consideration for the
Transaction; risks related to future opportunities and plans for
the combined company, including the uncertainty of expected future
regulatory filings, financial performance and results of the
combined company following completion of the acquisition;
disruption from the Transaction, making it more difficult to
conduct business as usual or maintain relationships with customers,
employees or suppliers; effects relating to the announcement of the
Transaction or any further announcements or the consummation of the
acquisition on the market price of Abcam’s American depositary
shares; regulatory initiatives and changes in tax laws; market
volatility; and other risks and uncertainties affecting Danaher and
Abcam, including those described from time to time under the
caption “Risk Factors” and elsewhere in Abcam’s Annual Report on
Form 20-F for the year ended December 31, 2022 and in any
subsequent reports on Form 6-K, each of which is on file with or
furnished to the U.S. Securities and Exchange Commission (“SEC”)
and available at the SEC’s website at www.sec.gov. Moreover, other
risks and uncertainties of which Abcam is not currently aware may
also affect these forward-looking statements and may cause actual
results and the timing of events to differ materially from those
anticipated. Investors are cautioned that forward-looking
statements are not guarantees of future performance. SEC filings
for the Company are available in the Investor Relations section of
the Company’s website at https://corporate.abcam.com/investors/.
The information contained on, or that can be accessed through, the
Company’s website is not a part of, and shall not be incorporated
by reference into, this Form 6-K.
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
U.K. Companies Act 2006) and other relevant documents as and when
they become available because they will contain important
information. You may obtain copies of all documents filed with or
furnished to the SEC regarding the Transaction, free of charge, at
the SEC’s website (www.sec.gov).
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 Waltham, MA
02453, United States of America.
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 United Kingdom and
the United States and information disclosed may not be the same as
that which would have been disclosed if this announcement had been
prepared in accordance with the laws and regulations of
jurisdictions outside the United Kingdom or the United States.
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 U.K. by the Financial Conduct Authority and the
Prudential Regulation Authority, is acting exclusively as financial
adviser to Abcam and no one else in connection with the Transaction
and Morgan Stanley, its affiliates and its respective officers,
employees, agents, representatives and/or associates will not
regard any other person as their client, nor will they be
responsible to anyone other than Abcam for providing the
protections afforded to clients of Morgan Stanley nor for providing
advice in connection with the Transaction or any matter or
arrangement referred to herein.
Lazard & Co., Limited , which is authorised and regulated in
the U.K. by the Financial Conduct Authority, and Lazard Freres
& Co. LLC (together, “Lazard”) are acting exclusively as
financial adviser to Abcam and no one else in connection with the
matters set out in this announcement and will not be responsible to
anyone other than Abcam for providing any protections afforded to
clients of Lazard nor for providing advice in relation to the
matters set out in this announcement. Neither Lazard nor any of its
affiliates (nor their respective directors, officers, employees or
agents) owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Lazard in connection with this announcement, any statement
contained herein or otherwise.
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 Waltham, MA 02453 Media enquiries FTI Consulting +44
(0)20-3727-1000 Abcam@fticonsulting.com
Abcam (NASDAQ:ABCM)
과거 데이터 주식 차트
부터 11월(11) 2024 으로 12월(12) 2024
Abcam (NASDAQ:ABCM)
과거 데이터 주식 차트
부터 12월(12) 2023 으로 12월(12) 2024
