ISS Acknowledges the Thorough Process
Undertaken by the Abcam Board in Reaching an Agreement that
Provides a Premium and Certainty of Value to Abcam Shareholders
Abcam plc (Nasdaq: ABCM) (‘Abcam,’ the ‘Group’ or the
‘Company’), a global leader in the supply of life science research
tools, today announced that leading independent proxy advisor
Institutional Shareholder Services (‘ISS’), recommended that Abcam
shareholders vote “FOR” Danaher Corporation’s (‘Danaher’ or ‘DHR’)
proposed acquisition of Abcam (the ‘Transaction’) ahead of its
shareholder meetings on November 6, 2023.
Alan Hirzel, Chief Executive Officer of Abcam, said: “We are
pleased that ISS supports our board’s unanimous recommendation that
shareholders vote “FOR” the proposed sale to Danaher. We are
confident this transaction is in the best interests of Abcam and
its shareholders, and will deliver an excellent outcome for Abcam’s
employees and customers. We strongly urge all Abcam shareholders to
follow the recommendation of our board and ISS.”
In its report dated October 16, 2023, ISS noted:
- “In light of the thorough sales process, the premium and
certainty of value inherent in the [Danaher] all-cash offer, and
the reasonable valuation, the proposed transaction appears to be a
superior alternative to the downside risk and uncertainty inherent
in Milner’s underdeveloped plan to create value through a board
refresh. As such, support for the proposed transaction is
warranted.”
- “Given the public nature of the campaign, broad outreach during
the sales process, and the relatively small termination fee, the
fact that no other parties have come forward with a superior
proposal is a strong indication that this is the highest offer
shareholders can expect.”
- “While shareholders are only voting at this time on the
proposed transaction, the uncertainty in Milner’s plan due to lack
of details regarding his proposed nominees or his potential
go-forward plan if he were to take over as CEO stands in stark
contrast to the certainty provided by the proposed cash offer from
DHR.”
The Board of Directors and management of Abcam recommend
shareholders vote “FOR” Danaher’s proposed acquisition of
Abcam.
Other materials related to the upcoming Abcam shareholder vote,
including Abcam’s investor presentation are available at
https://corporate.abcam.com/investors/danaher-abcam/.
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 the
implementation and benefits of the proposed sale to Danaher. 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 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 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231017938534/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
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