Abcam plc (Nasdaq: ABCM) (‘Abcam’, the ‘Group’ or the
‘Company’), a global leader in the supply of life science research
tools, entered into a definitive agreement on August 26, 2023
relating to its proposed acquisition by Danaher Corporation (NYSE:
DHR) (‘Danaher’) for $24.00 per share in cash (the ‘Transaction’),
to be implemented by way of a Court-sanctioned scheme of
arrangement under Part 26 of the Companies Act 2006 (the ‘Scheme‘).
The circular in relation to the Scheme was published or made
available to Scheme Shareholders on October 5, 2023 (the ‘Scheme
Circular‘).
Abcam is pleased to announce that the Court has today issued the
Court Order sanctioning the Scheme.
Closing of the Transaction will occur and the Scheme will become
effective upon the Court Order being delivered to the Registrar of
Companies, which is expected to occur on December 6, 2023, as
previously announced. The last day of trading in Abcam ADSs on
Nasdaq is expected to be December 5, 2023, with trading in Abcam
ADSs on Nasdaq being suspended by 8.00 a.m. (Eastern Time) on
December 6, 2023.
Capitalized terms used in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme
Circular.
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 the
implementation and benefits of the proposed sale to Danaher and the
closing of the Transaction. 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 satisfaction of the conditions to consummate the Transaction;
the occurrence of any event, change or circumstance that may impact
delivery of the Court Order to the Registrar of Companies and the
expected last day of trading and suspension of trading in Abcam
ADSs on Nasdaq; 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
announcement.
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 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 investor 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231204097749/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)
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Abcam (NASDAQ:ABCM)
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