Files investor presentation; urges shareholders
to vote AGAINST all resolutions at July 12 EGM
Under CEO Alan Hirzel’s leadership, Abcam has
transformed as a business, created significant value for all
stakeholders, and outperformed the market
The Company is on track to deliver its 2024
revenue and profit margin goals
Abcam’s strong, independent, and highly
qualified Board is effectively overseeing execution of the
Company’s strategy
Jonathan Milner’s demands to become Executive
Chairman and remove three directors from the Board will put
shareholders’ investment in Abcam at risk
Abcam plc ("Abcam,” "Company,” "Group”) (Nasdaq: ABCM), a global
leader in the supply of life science research tools, today filed an
investor presentation with the U.S. Securities and Exchange
Commission (“SEC”) in connection with the Extraordinary General
Meeting of the Company (the “EGM”) to be held on July 12, 2023 at
2:00pm (BST) || 9:00am (EDT). The full presentation and other
materials related to the EGM are available at
https://corporate.abcam.com/investors/2023-egm.
The Company issued the following statement:
We believe Jonathan Milner’s attempt to wrest control of Abcam
and become its de facto CEO will jeopardize Abcam’s recent momentum
as well as its day-to-day operations, growth strategy and
competitive position.
Jonathan Milner has not been operationally involved in Abcam for
nearly a decade. Since then, the Company has matured into a
fundamentally different business and has successfully executed its
Abcam 2.0 strategy. Revenues have nearly tripled under CEO Alan
Hirzel’s leadership, growing by 183% during his tenure, while Abcam
has also expanded globally and increased its market share. With the
groundwork now in place, Abcam is set to benefit as sales rise and
margins improve.
Jonathan Milner has failed to articulate to shareholders or the
Company what appointing him to an Executive Chairman role would
mean in practice or what new strategy he is seeking to deploy. The
Board believes this sudden and significant shift in both
operational and executive leadership of Abcam will put
shareholders’ investment at risk and cause an uncertain period of
disruption. The Company urges shareholders to vote “AGAINST” all
eight of the resolutions being put forward at the EGM.
Key points of the presentation:
- Over the last decade, Abcam has transformed into a leading
life science tools player, creating significant value for all
shareholders and other stakeholders, and has outperformed the
market.
- Over the course of Alan Hirzel’s tenure as CEO prior to
COVID-19, Abcam’s total shareholder return (“TSR”) of 178% outpaced
life sciences tools peers (167%)1 and Russell 3000 (77%).
- Over the past twelve months, Abcam’s 27% TSR has significantly
outperformed the same group of life science tools peers (-12% over
the same period).
- Abcam has transitioned away from being a simple broker of
third-party antibodies towards being an innovation-oriented,
quality-focused partner to life science researchers, driving
profitable, sustained market share gains.
- This is a fundamentally different business from Jonathan
Milner’s transactional “Amazon of Antibodies”, a catalogue of
predominantly third-party products, which led to a high level of
customer complaints.
- Abcam is successfully executing on its five-year growth
strategy to drive long-term value.
- The Company is on track to deliver its 2024 revenue goals of
£450 million to £525 million, with adjusted operating profit
margins of greater than 30%.
- As Abcam is delivering on its six key priorities for long-term
durable growth, the Company has doubled its revenue over the past
five years and delivered profitable, sustained market share
gains.
- The timing of Jonathan Milner’s campaign is opportunistic as
investment requirements from the five-year growth strategy are
largely complete, underpinning the sustained organic growth and
accelerated margin improvement back towards historic levels.
- Jonathan Milner’s demands are not in the best interests of
all shareholders and will put shareholders’ investment in Abcam at
risk.
- Abcam has worked tirelessly and in good faith with Jonathan
Milner in order to avoid an expensive and distracting proxy
contest. The Board moved quickly to consider his request to return
to the Board – but when invited to join the Board, Jonathan Milner
rejected this invitation and changed his demands.
- Jonathan Milner has called a costly EGM so that he can attempt
to appoint himself Executive Chairman and remove three directors
from the Board, with no proposed alternative candidates.
- The changes proposed by Jonathan Milner would cause a sudden
and significant shift in leadership during a critical inflection
point and would jeopardize the Company’s recent momentum as well as
its day-to-day operations, growth strategy and competitive
position.
- While he was on the Board, Jonathan Milner endorsed the
strategic plan developed by Alan Hirzel that has delivered
significant value to shareholders.
- Abcam’s strong, independent, and highly qualified Board is
effectively overseeing the execution of the Company’s strategy.
- Abcam’s Board has the right experience, skillset, and deep
knowledge of both the life sciences industry and the Company’s
business model to continue overseeing the execution of the strategy
and deliver value to all shareholders and other stakeholders.
- Abcam’s Board has sought to engage with Jonathan Milner to
bring this matter to a close in line with good governance
procedures. Jonathan Milner chose this route rather than to
constructively engage.
- Peter Allen, Michael Baldock, and Sally Crawford have played
essential roles in overseeing Abcam’s transformation, and their
removal would be damaging for all stakeholders.
- Abcam’s remuneration program, the Profitable Growth
Incentive Plan (PGIP), is aligned with shareholder interests and
incentivizes long-term value creation.
- Incentive arrangements for 150 leaders in the business are
aligned to Abcam’s long-term strategy for doubling revenue by 2024.
This compensation framework was put in place before the Company
moved to a sole US listing.
- Extensive shareholder consultation was undertaken during the
establishment of this framework.
- Notably, Jonathan Milner voted in favor of the remuneration
program and its metrics and did not raise any concerns about the
metrics at that time, or at any point before April 28, 2023.
Abcam urges shareholders to vote AGAINST all Resolutions at the EGM on July 12,
2023.
EGM Details
The EGM will be held at the offices of FTI Consulting at 200
Aldersgate, Aldersgate Street, London, EC1A 4HD, United Kingdom on
July 12, 2023 at 2:00pm (BST) || 9:00am (EDT). The Company
encourages all shareholders to closely review the Shareholder
Circular, which provides important and detailed instructions about
how to participate and vote.
HOW TO VOTE
ADS Holders
Ordinary Shareholders
Instruct the Depositary how to vote the
Ordinary Shares represented by your ADS by following the
instructions on the Depositary Notice and WHITE Voting
Instruction Card and/or such other instructions as may be
provided to you by or on behalf of your broker or intermediary
Submit proxies electronically using
the online voting service at www.sharevote.co.uk or through the
CREST voting service, or in a hard copy using the WHITE Form
of Proxy, by following the instructions set out in the Shareholder
Circular
Such voting instructions must be validly
submitted so as to be received by the Depositary by no later
than 10:00 am (EDT) on July 6, 2023
All proxy appointments must be submitted
so as to be received by the Company’s registrar by no later than
2:00 pm (BST) on July 10, 2023
A copy of the Shareholder Circular
calling the EGM and setting out further information is available
at https://corporate.abcam.com/investors/2023-egm
If you have any questions or need
assistance in voting, please contact Abcam’s proxy solicitor
Morrow Sodali LLC at (800) 662-5200 (toll-free in N.
America) or at + 1 (203) 658-9400 or by email at
ABCM@info.morrowsodali.com
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, UK, 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
Forward-Looking Statements
This announcement contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. We
intend such forward-looking statements to be covered by the safe
harbour provisions for forward-looking statements contained in
Section 27A of the Securities Act of 1933, as amended and Section
21E of the Securities Exchange Act of 1934, as amended. 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. Any express or implied statements contained in this
announcement that are not statements of historical fact, including
statements regarding the implementation of the Company’s business
plan or the financial performance of the Company, are
forward-looking statements, and 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: challenges in
implementing our strategies for revenue growth in light of
competitive challenges; the development of new products or the
enhancement of existing products, and the need to adapt to
significant technological changes or respond to the introduction of
new products by competitors to remain competitive; our customers
discontinuing or spending less on research, development, production
or other scientific endeavors; failing to successfully identify or
integrate acquired businesses or assets into our operations or
fully recognize the anticipated benefits of businesses or assets
that we acquire; the ongoing COVID-19 pandemic, including variants,
continues to affect our business, including impacts on our
operations and supply chains; failing to successfully use, access
and maintain information systems and implement new systems to
handle our changing needs; cyber security risks and any failure to
maintain the confidentiality, integrity and availability of our
computer hardware, software and internet applications and related
tools and functions; failing to successfully manage our current and
potential future growth; any significant interruptions in our
operations; our products failing to satisfy applicable quality
criteria, specifications and performance standards; failing to
maintain and enhance our brand and reputation; ability to react to
unfavorable geopolitical or economic changes that affect life
science funding; failing to deliver on transformational growth
projects; our dependence upon management and highly skilled
employees and our ability to attract and retain these highly
skilled employees; as a foreign private issuer, we are exempt from
a number of rules under the US securities laws and Nasdaq corporate
governance rules and are permitted to file less information with
the US Securities and Exchange Commission (“SEC”) than US
companies, which may limit the information available to holders of
our ADSs; and other important factors discussed under the caption
“Risk Factors” in the Company’s Annual Report on Form 20-F for the
year ended 31 December 2022, filed with the SEC on 20 March 2023,
which is available on the SEC website at www.sec.gov, as such
factors may be updated from time to time in the Company’s
subsequent filings with the SEC. Any forward-looking statements
contained in this announcement speak only as of the date hereof and
accordingly undue reliance should not be placed on such statements.
The Company disclaims any obligation to update or revise any
forward-looking statements contained in this announcement, whether
as a result of new information, future events or otherwise, other
than to the extent required by applicable law.
1 Life science tools peers include Bio-Rad, Bio-Techne,
Illumina, Maravai, Repligen, Sartorius, Tecan and Waters.
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version on businesswire.com: https://www.businesswire.com/news/home/20230620492505/en/
Abcam plc Tommy Thomas, CPA Vice President, Investor
Relations +1 617-577-4205 152 Grove Street, Building 1100 Waltham,
MA 02453 Media enquiries US: Joele Frank +1
212-355-4449 Abcam-JF@joelefrank.com UK and Europe: FTI +44
(0)20-3727-1000 Abcam@fticonsulting.com
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