Abcam Files And Mails Scheme Circular Seeking Approval Of Acquisition Of Abcam By Danaher For $24.00 Per Share

Author: Benzinga Newsdesk | October 05, 2023 08:12am

Abcam plc (NASDAQ:ABCM) (‘Abcam', the ‘Group' or the ‘Company'), a global leader in the supply of life science research tools, today filed and mailed a scheme circular (the 'Scheme Circular‘) in connection with the acquisition of Abcam by Danaher Corporation (NYSE:DHR) (‘Danaher'), announced on August 28, 2023 (the ‘Transaction'). Under the terms of the Transaction Agreement, Danaher will acquire all of the outstanding shares of Abcam for $24.00 per share in cash.

The Scheme Circular is available online at Abcam's investor relations website https://corporate.abcam.com/investors/danaher-abcam

Highlights from the Scheme Circular include:

The Transaction delivers significant, certain, and immediate value to shareholders.

This Transaction maximizes value in cash and provides certainty of return to shareholders while delivering an excellent outcome for employees and customers. The $24.00 per share price represents a 39% premium to Abcam's undisturbed closing share price on May 16, 2023, prior to the press release by Jonathan Milner on May 17, 2023 stating his intention to call an extraordinary general meeting of Abcam, and a 48% premium to the Volume Weighted Average Price of $16.21 for the 30 trading day period to May 16, 2023.

The Transaction is the result of a rigorous and competitive sale process.

Having listened to shareholder feedback, the Board facilitated a robust sale process led by Morgan Stanley and Lazard, and guided by good governance. Through this process, Abcam engaged with over 30 potential counterparties, including 21 corporates and 12 financial sponsors from the U.S., Europe, and Asia, before entering into a definitive agreement with Danaher. Abcam received multiple bids to acquire the Company, rejected bids it deemed inadequate, and structured a process that induced bidders to increase offers. No parties were excluded from the process based on anti-trust concerns. All interested parties were given full and fair consideration and equal information at each stage of the process, consistent with public communications made by the Company.

The sales process was competitive through to the final bids. Danaher's $24.00 per share in cash offer was the highest and best price received at any point in the process. In fact, the next highest bidder submitted a final offer of $22.50 per share. Danaher submitted three offers to the Company, starting at $20.50.

The Scheme Circular provides a detailed timeline of events that concluded with the agreement on the Transaction. For the avoidance of doubt, Jonathan Milner at no time put forward an offer for the Company.

Abcam's Directors have remained focused and unwavering in their commitment to facilitating a productive process that prioritizes shareholders' best interests.

The Board ultimately reached its decision to recommend the Transaction through careful consideration of the financial and legal terms presented by Danaher and competing bidders. The rationale for the Board's recommendation, and the opinions received from Morgan Stanley and Lazard that the financial terms are fair, are set out fully in the Scheme Circular.

In reaching their recommendation in favour of the Transaction, the Abcam Directors took into account the Danaher offer price of $24.00 in cash per share relative to the medium term expected trading price of Abcam ADSs (as defined below) if the Company were to continue as a standalone entity.

The entire process was fully supervised by the Board, supported by a dedicated Strategic Review Subcommittee. At all times the Board were guided by their fiduciary duty to maximize value to shareholders.

Arrangements regarding the treatment of outstanding management incentive schemes were only discussed, negotiated, and agreed separately between the Company and Danaher after the offer price and other terms of the transaction had been agreed between the parties, in accordance with the best interests of shareholders, a proper governance process and full transparency. These discussions resulted in entitlements under the management incentive plan consistent with and no greater than the original terms of the plan approved by shareholders in 2021.

Danaher is committed to Abcam's current geographic presence, with headquarters in the U.K.

Danaher already has a significant presence in the U.K., with 5,500 associates currently employed in the country. Danaher's commitment to expanding its existing U.K. operations and maintaining Abcam's Cambridge presence ensures an optimal outcome for employees and underscores the positive attributes of this Transaction. Throughout the process, Danaher showed a sincere interest in Abcam employees, customers, and the scientific community.

After the acquisition, Abcam will continue as a standalone operating company and brand within Danaher's Life Sciences segment. The Company's Board is confident that, in addition to maximizing value for shareholders, Danaher is the right home for Abcam, and will allow Abcam to continue its pursuit of its strategy, while harnessing the power of the Danaher Business System to ensure Abcam remains the partner of choice for its customers worldwide.

How to vote and meeting details

Notices of the Court Meeting and the General Meeting are set out in the Scheme Circular. 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 (the ‘Shareholder Meetings').

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 Shareholder Meetings, 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.

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