Abcam Announces Pricing of Offering on NASDAQ
22 October 2020 - 5:00PM
Abcam plc (AIM: ABC) (“
Abcam”), a global leader in
the supply of life science research tools, announces today the
pricing of its offering of 8,945,218 American Depositary Shares
(“
ADSs”), representing an aggregate of 8,945,218
ordinary shares, at a price of $17.50 per ADS, for aggregate
proceeds of approximately $156.5 million, before deducting
underwriting discounts and commissions. Each ADS offered represents
one ordinary share of Abcam. The ADSs are being offered in a
registered public offering in the United States (the
“
Offering”).
In addition, Abcam has granted the underwriters
a 30-day option to purchase up to an additional 1,341,782 ADSs on
the same terms and conditions.
The closing of the Offering is expected to occur
on October 26, 2020, subject to customary closing conditions.
Abcam’s ordinary shares are admitted to trading
on the AIM market of the London Stock Exchange under the symbol
“ABC.” The ADSs have been approved for listing on the NASDAQ Global
Market (“NASDAQ”) and are expected to begin
trading under the symbol “ABCM” on October 22, 2020.
Morgan Stanley and BofA Securities are acting as
the lead book-running managers for the Offering. SVB Leerink is
acting as a book-running manager, and Lazard and William Blair are
acting as co-managers.
A registration statement relating to these
securities was declared effective by the Securities and Exchange
Commission on October 21, 2020. The Offering is being made only by
means of a prospectus. When available, copies of the final
prospectus relating to and describing the terms of the Offering may
be obtained from the offices of Morgan Stanley, Attention:
Prospectus Department, 180 Varick Street, 2nd Floor, New York, New
York 10014; or from BofA Securities, Attention: Prospectus
Department, 200 North College Street, 3rd Floor, Charlotte, North
Carolina 28255-0001, or by email at
dg.prospectus_requests@bofa.com.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of, these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of such
state or jurisdiction.
Forward Looking Statements
This press release contains forward-looking
statements. All statements contained in this press release that do
not relate to matters of historical fact should be considered
forward-looking statements, including without limitation statements
regarding Abcam’s plans to conduct the Offering.
These forward-looking statements are based on
management’s current expectations. These statements are neither
promises nor guarantees but involve known and unknown risks,
uncertainties and other important factors that may cause Abcam’s
actual results, performance or achievements to be materially
different from its expectations expressed or implied by the
forward-looking statements, including, but not limited to, the
following: Abcam may determine not to conduct a registered initial
public offering in the time frame that it currently expects or at
all, due to a number of potential important factors, including
conditions in the U.S. capital markets, negative global economic
conditions, potential negative developments in the COVID-19
pandemic, other negative developments in Abcam’s business or
unfavorable legislative or regulatory developments.
These and other important factors could cause
actual results to differ materially from those indicated by the
forward-looking statements made in this press release. Any such
forward-looking statements represent management’s estimates as of
the date of this press release. While Abcam may elect to update
such forward-looking statements at some point in the future, Abcam
disclaims any obligation to do so, even if subsequent events cause
its views to change. These forward-looking statements should not be
relied upon as representing Abcam’s views as of any date subsequent
to the date of this press release.
For readers in the European Economic
Area and the United Kingdom
There will be no public offer of the ADSs to the
public in the European Economic Area or the United Kingdom.
This communication , in so far as it constitutes
an invitation or inducement to enter into investment activity
within the meaning of section 21 of the Financial Services and
Markets Act 2000 as amended ("FSMA") in connection
with the securities which are the subject of the offering described
in this press release or otherwise, is only being directed at: (a)
in the European Economic Area (the “EEA”), persons
who are qualified investors within the meaning of Article 2(e) of
Prospectus Regulation (EU) 2017/1129 (the “Prospectus
Regulation”) (“Qualified Investors”); and
(b) in the United Kingdom, Qualified Investors who are (i) persons
who fall within the definition of “Investment Professionals” in
Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the
“Order”); or (ii) persons who fall within Article
49(2)(a) to (d) (“High net worth companies, unincorporated
associations etc.”) of the Order; or (c) persons to whom it may
otherwise be lawfully communicated (all such persons referred to in
(a), (b) and (c) above together being referred to as
“Relevant Persons”).
The ADSs offered in the Offering are only
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire such ADSs will be engaged in only
with, in the EEA and the United Kingdom, Relevant Persons. Any
person who, in the EEA or the United Kingdom, is not a Relevant
Person should not act or rely on this document or any of its
contents. This communication does not contain an offer or
constitute any part of an offer to the public within the meaning of
sections 85 and 102B of FSMA or otherwise.
For further information, please
contact:
Abcam |
+ 44 (0) 1223 696 000 |
James Staveley, Vice
President, Investor Relations |
|
Numis – Nominated
Advisor & Joint Corporate Broker |
+ 44 (0) 20 7260 1000 |
Garry Levin / Duncan Monteith
/ Huw Jeremy |
|
J.P. Morgan Cazenove –
Joint Corporate Broker |
+ 44 (0) 20 7742 4000 |
James Mitford / Hemant
Kapoor |
|
Morgan Stanley – Joint
Corporate Broker |
+ 44 (0) 207 425 8000 |
Tom Perry / Luka Kezic |
|
FTI
Consulting |
+ 44 (0) 20 3727
1000 |
Ben Atwell / Natalie
Garland-Collins |
|
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