Abcam plc (Nasdaq: ABCM) (“Abcam” or the
“Company”), notes today’s announcement by Dr. Jonathan
Milner. The Company considers it surprising that Dr. Milner has
taken active steps to oppose the deal without reviewing the full
details in the Scheme Circular to be published in connection with
the proposed acquisition of all of the outstanding shares of Abcam
by Danaher Corporation (“Danaher”) for $24.00 per share in
cash (the “Transaction”), which appears to be an attempt to
create confusion for shareholders ahead of voting on the
Transaction. The Scheme Circular will be published in the coming
weeks, in line with the Company’s disclosure obligations and
following the appropriate process with the High Court of Justice in
England and Wales. The information provided within the Scheme
Circular will ensure all shareholders are provided with the
complete details related to the Transaction including reasons and
background to the Board recommendation, Lazard and Morgan Stanley’s
advice to the Board, and the process followed. The Company looks
forward to engaging with all shareholders following publication of
the Scheme Circular.
The acquisition of Abcam by Danaher was unanimously approved and
recommended by the Board of Directors of Abcam following a
thorough, competitive and comprehensive sales process, which
engaged over 30 counterparties, including more than 20 potential
strategic acquirers, leading to multiple bidders. All bidders were
given access to the same financial information, consistent with the
information the Company has made public. After receiving offers
from multiple bidders, Danaher’s all cash offer of $24.00 was the
highest and best price. The Company believes the recommended all
cash offer provides value maximization and certainty of outcome for
all shareholders, as well as a positive outcome for employees and
customers.
Abcam is expected to operate as a standalone operating company
and brand within Danaher’s Life Sciences segment following
transaction closing, adding to Danaher’s presence in the UK where
it currently employs almost 5,500 people. Danaher is committed to
keeping Abcam’s headquarters in the UK.
Important Notices
UK Takeover Code does not apply
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
UK 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 benefits of
the Transaction and the publication, content and timing of the
Scheme Circular, and expectations regarding operating structure
following the Transaction 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 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 are not currently aware may also affect each of the
companies’ 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 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
shareholder 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 of
arrangement to implement the Transaction in accordance with the
requirements of the UK 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 this
transaction, free of charge, at the SEC’s website
(www.sec.gov).
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 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 UK 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 UK 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/20230914234366/en/
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
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