WASHINGTON, Aug. 28,
2023 /PRNewswire/ -- Danaher Corporation (NYSE: DHR)
("Danaher" or the "Company"), a global science and technology
innovator, announced today that it has entered into a definitive
agreement to acquire Abcam plc (NASDAQ: ABCM), a leading global
supplier of protein consumables, pursuant to which Danaher will
acquire all of the outstanding shares of Abcam for $24.00 per share in cash, or a total enterprise
value of approximately $5.7 billion
including assumed indebtedness and net of acquired cash.
Founded in 1998 and headquartered in Cambridge, UK, Abcam offers the scientific
community highly validated antibodies, reagents, biomarkers and
assays to address targets in biological pathways that are critical
for advancing drug discovery, life sciences research, and
diagnostics. Its technologies are used by approximately 750,000
researchers.
Abcam is expected to operate as a standalone operating company
and brand within Danaher's Life Sciences segment, furthering
Danaher's strategy to help map complex diseases and accelerate the
drug discovery process.
Rainer M. Blair, President and
Chief Executive Officer, Danaher, said: "We couldn't be more
excited to have Abcam join Danaher. Abcam's long track record of
innovation, outstanding product quality and breadth of antibody
portfolio positions them as a key partner for the scientific
community. We look forward to welcoming Abcam's innovative and
talented team to Danaher as we continue to help our customers solve
some of the world's biggest healthcare challenges."
Alan Hirzel, Chief Executive
Officer, Abcam, said: "Our strategy has transformed Abcam to become
a scale innovator and important catalyst in the global life science
community. Danaher shares our passion to help life science
researchers achieve their mission faster and their operating
company model allows us to continue to pursue our strategy, while
harnessing the power of the Danaher Business System to ensure we
remain the partner of choice for our customers."
The transaction is anticipated to close mid-2024 and is subject
to customary conditions, including receipt of applicable regulatory
approvals and Abcam shareholder approval.
Danaher expects to fund the acquisition using cash on hand and
proceeds from the issuance of commercial paper.
Additional information relating to Danaher's anticipated
acquisition of Abcam will be posted to the "Investors" section of
Danaher's public website (www.danaher.com).
FORWARD-LOOKING STATEMENTS
Statements in this release that are not strictly historical,
including statements regarding the proposed acquisition and the
anticipated timing thereof, Abcam's anticipated positioning within
Danaher, the anticipated impact of the transaction on Danaher and
on Abcam, Danaher's anticipated acquisition funding plans and any
other statements regarding events or developments that we believe
or anticipate will or may occur in the future, are
"forward-looking" statements within the meaning of the U.S. federal
securities laws. There are a number of important factors that could
cause actual results, developments and business decisions to differ
materially from those suggested or indicated by such
forward-looking statements and you should not place undue reliance
on any such forward-looking statements. These factors include,
among other things, general economic conditions and conditions
affecting the industries in which Danaher and Abcam operate; the
uncertainty of regulatory approvals and the timing or
conditionality thereof; the parties' ability to satisfy the
acquisition agreement conditions, including the receipt of Abcam
shareholder approval, and consummate the transaction on the
anticipated timetable or at all, including in the event of a
competing bid; Danaher's ability to successfully integrate Abcam's
operations and employees with Danaher's existing business; the
ability to realize anticipated growth, synergies and other benefits
of the transaction; and Abcam's performance and maintenance of
important business relationships. Additional information regarding
the factors that may cause actual results to differ materially from
these forward-looking statements is available in our SEC filings,
including our 2022 Annual Report on Form 10-K and Quarterly Report
on Form 10-Q for the second quarter of 2023. These forward-looking
statements speak only as of the date of this release and, except to
the extent required by applicable law, Danaher does not assume any
obligation to update or revise any forward-looking statement,
whether as a result of new information, future events and
developments or otherwise.
NO OFFER OR SOLICITATION
This communication is for information purposes only and is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer or invitation to
purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of any securities, or the solicitation of any vote or
approval in any jurisdiction, pursuant to the proposed acquisition
or otherwise, nor shall there be any sale, issuance or transfer of
securities in any jurisdiction in contravention of applicable
law.
The proposed acquisition will be implemented solely pursuant to
the scheme of arrangement, subject to the terms and conditions of
the definitive agreement between Danaher and Abcam, dated
August 26, 2023, which contains the
full terms and conditions of the proposed acquisition.
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SOURCE Danaher Corporation
