Cambridge, UK / Waltham, MA, August 28, 2023 – Abcam plc (Nasdaq: ABCM) (‘Abcam’, the ‘Group’ or the ‘Firm’), a world chief within the provide of life science analysis instruments, introduced immediately that it has entered right into a definitive settlement pursuant to which Danaher Company (NYSE: DHR) (‘Danaher’) will purchase the entire excellent shares of Abcam for $24.00 per share in money (the ‘Transaction’).
The Transaction has been unanimously authorized and really helpful by the Abcam Board of Administrators and unanimously authorized by the Danaher Board of Administrators.
Based in 1998 and headquartered in Cambridge, UK, Abcam gives the scientific group extremely validated antibodies, reagents, biomarkers and assays to deal with targets in organic pathways which might be vital for advancing drug discovery, life sciences analysis, and diagnostics. The Firm’s applied sciences are utilized by roughly 750,000 researchers.
Abcam is predicted to function as a standalone working firm and model inside Danaher’s Life Sciences phase, furthering Danaher’s technique to assist map complicated illnesses and speed up the drug discovery course of.
The Transaction brings to a conclusion the evaluate of strategic options initiated by the Abcam Board of Administrators in June 2023, following strategic inquiries from a number of events. The great course of, assisted by Lazard and Morgan Stanley as monetary advisors and Latham & Watkins as authorized advisor, engaged with over 30 potential counterparties, together with greater than 20 potential strategic acquirers earlier than getting into right into a definitive settlement with Danaher.
Peter Allen, Chairman of Abcam, stated: “Following a rigorous course of, I’m assured this mix with Danaher maximizes worth for shareholders whereas delivering a superb end result for our staff and clients.”
Alan Hirzel, Chief Government Officer of Abcam, stated: “Our technique has reworked Abcam to develop into a scale innovator and essential catalyst within the world life science group. Danaher shares our ardour to assist life science researchers obtain their mission quicker and their working firm mannequin permits us to proceed to pursue our technique, whereas harnessing the ability of the Danaher Enterprise System to make sure we stay the accomplice of selection for our clients.”
Rainer M. Blair, President and Chief Government Officer, Danaher, stated: “We couldn’t be extra excited to have Abcam be part of Danaher. Abcam’s lengthy monitor report of innovation, excellent product high quality and breadth of antibody portfolio positions them as a key accomplice for the scientific group. We look ahead to welcoming Abcam’s modern and proficient staff to Danaher as we proceed to assist our clients remedy a number of the world’s largest healthcare challenges.”
The Transaction is meant to be effected by the use of a courtroom sanctioned scheme of association below English regulation, topic to the approval of Abcam shareholders, the receipt of sure regulatory approvals, the sanction of the Excessive Courtroom of Justice of England and Wales and different customary closing circumstances. A round containing additional info and setting out the timing and course of for shareholder approval will likely be issued to Abcam shareholders within the coming weeks. The Transaction is predicted to shut mid-2024, topic to satisfaction of those circumstances.
Danaher expects to fund the acquisition utilizing money readily available and proceeds from the issuance of economic paper.
The Firm will announce its half-year 2023 outcomes on August 31, 2023. As a result of Transaction, the Firm won’t be internet hosting an earnings convention name.
About Abcam plc
As an innovator in reagents and instruments, Abcam’s objective is to serve life science researchers globally to attain their mission quicker. Offering the analysis and scientific communities with instruments and scientific assist, the Firm gives extremely validated antibodies, assays, and different analysis instruments to deal with essential targets in vital organic pathways.
Already a pioneer in knowledge sharing and ecommerce within the life sciences, Abcam’s ambition is to be essentially the most influential firm in life sciences by serving to advance world understanding of biology and causes of illness, which, in flip, will drive new remedies and improved well being.
Abcam’s worldwide buyer base of roughly 750,000 life science researchers’ makes use of Abcam’s antibodies, reagents, biomarkers, and assays. By actively listening to and collaborating with these researchers, the Firm repeatedly advances its portfolio to deal with their wants. A clear program of buyer critiques and datasheets, mixed with industry-leading validation initiatives, offers researchers elevated confidence of their outcomes.
Based in 1998 and headquartered in Cambridge, UK, the Firm has served clients in additional than 130 international locations. Abcam’s American Depositary Shares (ADSs) commerce on the Nasdaq World Choose Market (Nasdaq: ABCM).
UK Takeover Code doesn’t apply
Abcam shouldn’t be an organization topic to regulation below the Metropolis Code on Takeovers and Mergers (the ‘UK Takeover Code’), subsequently no dealing disclosures are required to be made below Rule 8 of the UK Takeover Code by shareholders of Abcam or Danaher.
This announcement incorporates forward-looking statements inside the which means of the Personal Securities Litigation Reform Act of 1995. In some instances, you possibly can determine forward-looking statements by the next phrases: “might,” “would possibly,” “will,” “might,” “would,” “ought to,” “anticipate,” “plan,” “anticipate,” “intend,” “search,” “imagine,” “estimate,” “predict,” “potential,” “proceed,” “ponder,” “doable” or the unfavourable of those phrases or different comparable terminology, though not all forward-looking statements include these phrases. They don’t seem to be historic info, nor are they ensures of future efficiency. Any categorical or implied statements contained on this announcement that aren’t statements of historic reality could also be deemed to be forward-looking statements, together with, with out limitation, statements concerning Danaher’s and Abcam’s skill to finish the Transaction on the proposed phrases or on the anticipated timeline, or in any respect, together with dangers and uncertainties associated to securing the required regulatory approvals and Abcam shareholder approval, the sanction of the Excessive Courtroom of Justice of England and Wales and satisfaction of different closing circumstances to consummate the Transaction; the incidence of any occasion, change or different circumstance that would give rise to the termination of the definitive transaction settlement regarding the Transaction; dangers associated to diverting the eye of Danaher’s and Abcam’s administration from ongoing enterprise operations; failure to appreciate the anticipated advantages of the Transaction; important Transaction prices and/or unknown or inestimable liabilities; the chance of shareholder litigation in reference to the Transaction, together with ensuing expense or delay; the chance that Abcam’s enterprise won’t be built-in efficiently or that such integration could also be harder, time-consuming or expensive than anticipated; Danaher’s skill to fund the money consideration for the Transaction; dangers associated to future alternatives and plans for the mixed firm, together with the uncertainty of anticipated future regulatory filings, monetary efficiency and outcomes of the mixed firm following completion of the acquisition; disruption from the Transaction, making it harder to conduct enterprise as standard or keep relationships with clients, staff or suppliers; results regarding the announcement of the Transaction or any additional bulletins or the consummation of the acquisition available on the market value of Abcam’s American depositary shares; regulatory initiatives and modifications in tax legal guidelines; market volatility; and different dangers and uncertainties affecting Danaher and Abcam, together with these described once in a while below the caption “Danger Elements” and elsewhere in Abcam’s Annual Report on Kind 20-F for the 12 months ended December 31, 2022 and in any subsequent reviews on Kind 6-Okay, every of which is on file with or furnished to the U.S. Securities and Alternate Fee (“SEC” and out there on the SEC’s web site at www.sec.gov. Furthermore, different dangers and uncertainties of which Abcam should not at present conscious may additionally have an effect on every of the businesses’ forward-looking statements and should trigger precise outcomes and the timing of occasions to vary materially from these anticipated. Traders are cautioned that forward-looking statements should not ensures of future efficiency. SEC filings for the Firm can be found within the Investor Relations part of the Firm’s web site at https://company.abcam.com/buyers/. The knowledge contained on, or that may be accessed via, the Firm’s web site shouldn’t be part of, and shall not be included by reference into, this Kind 6-Okay.
The forward-looking statements made on this announcement are made solely as of the date hereof or as of the dates indicated within the forward-looking statements and mirror the views said therein with respect to future occasions as at such dates, even when they’re subsequently made out there by Abcam on its web site or in any other case. Abcam doesn’t undertake any obligation to replace or complement any forward-looking statements to mirror precise outcomes, new info, future occasions, modifications in its expectations or different circumstances that exist after the date as of which the forward-looking statements have been made aside from to the extent required by relevant regulation.
Essential Extra Info and The place to Discover It
Abcam intends to furnish to the SEC below cowl of a Report of International Personal Issuer on Kind 6-Okay and mail or in any other case present to its shareholders a round containing info on the Scheme vote concerning the Transaction (the ‘Scheme Round’). This announcement shouldn’t be an alternative choice to the Scheme Round or every other doc that could be filed or furnished by Abcam with the SEC. Traders and safety holders are urged to rigorously learn your complete Scheme Round (which is able to embrace an explanatory assertion in respect of the Scheme in accordance with the necessities of the UK Corporations Act 2006) and different related paperwork as and after they develop into out there as a result of they may include essential info. You could acquire copies of all paperwork filed with or furnished to the SEC concerning this transaction, freed from cost, on the SEC’s web site (www.sec.gov).
As well as, buyers and shareholders will have the ability to acquire free copies of the Scheme Round and different paperwork filed with or furnished to the SEC by the Firm on its Traders web site
(https://corporate.abcam.com/investors/) or by writing to the Firm, at 152 Grove Road, Constructing 1100 Waltham, MA 02453, United States of America.
Neither this announcement nor any copy of it could be taken or transmitted straight or not directly into or from any jurisdiction the place to take action would represent a violation of the related legal guidelines or rules of such jurisdiction. Any failure to adjust to this restriction might represent a violation of such legal guidelines or rules. Individuals in possession of this announcement or different info referred to herein ought to inform themselves about, and observe, any restrictions in such legal guidelines or rules.
This announcement has been ready for the aim of complying with the relevant regulation and regulation of the UK and america and knowledge disclosed might not be the identical as that which might have been disclosed if this announcement had been ready in accordance with the legal guidelines and rules of jurisdictions outdoors the UK or america.
No Provide or Solicitation
This announcement shouldn’t be supposed to and doesn’t represent a suggestion to promote or the solicitation of a suggestion to subscribe for or purchase or an invite to buy or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or switch of securities in any jurisdiction in contravention of relevant regulation.
The Transaction will likely be applied solely pursuant to the Scheme, topic to the phrases and circumstances of the definitive transaction settlement, which incorporates the phrases and circumstances of the Transaction.
Morgan Stanley & Co. Worldwide plc (“Morgan Stanley”) which is authorised by the Prudential Regulation Authority and controlled within the UK by the Monetary Conduct Authority and the Prudential Regulation Authority, is appearing solely as monetary adviser to Abcam and nobody else in reference to the Acquisition and Morgan Stanley, its associates and its respective officers, staff, brokers, representatives and/or associates won’t regard every other particular person as their consumer, nor will they be accountable to anybody aside from Abcam for offering the protections afforded to shoppers of Morgan Stanley nor for offering recommendation in reference to the Acquisition or any matter or association referred to herein.
Lazard & Co., Restricted , which is authorised and controlled within the UK by the Monetary Conduct Authority, and Lazard Freres & Co. LLC (collectively, “Lazard”) are appearing solely as monetary adviser to Abcam and nobody else in reference to the issues set out on this announcement and won’t be accountable to anybody aside from Abcam for offering any protections afforded to shoppers of Lazard nor for offering recommendation in relation to the issues set out on this announcement. Neither Lazard nor any of its associates (nor their respective administrators, officers, staff or brokers) owes or accepts any obligation, legal responsibility or accountability in anyway (whether or not direct or oblique, whether or not in contract, in tort, below statute or in any other case) to any one that shouldn’t be a consumer of Lazard in reference to this announcement, any assertion contained herein or in any other case.
Tommy Thomas, CPA
Vice President, Investor Relations
152 Grove Road, Constructing 1100
Waltham, MA 02453