Shareholders of Abcam Approve Proposed Acquisition by Danaher
Abcam plc (NASDAQ:ABCM) (‘Abcam', the ‘Group' or the ‘Company'), a global leader in the supply of life science research tools, which entered into a definitive agreement on August 26, 2023 relating to its proposed acquisition by Danaher Corporation (NYSE:DHR) (‘Danaher'), today announced that its shareholders have approved the proposal for Danaher to acquire all of the outstanding shares of Abcam for $24.00 per share in cash (the ‘Transaction').
"On behalf of Abcam's Board of Directors, I would like to thank all our shareholders for their support for the Transaction," said Peter Allen, Chairman of the Board. "With this approval, we are focused on moving swiftly toward transaction close and ensuring a successful transition to deliver maximum value to our shareholders, employees, and customers."
"We are thrilled shareholders have overwhelmingly approved the Transaction. This outcome has arrived at the right time for Abcam to embark on the next chapter in its story within the Danaher family," said Alan Hirzel, Chief Executive Officer of Abcam. "Our employees and customers are poised to benefit once the remaining conditions have been satisfied and closing has occurred. We look forward to harnessing the power of the Danaher Business System to ensure Abcam plays its part in enabling progress in the life sciences."
Voting results of the Court Meeting and General Meeting
At the Court Meeting, a majority in number of Scheme Shareholders who voted (either in person or by proxy) and who together represented 89.74 percent in value of all Scheme Shares voted by such Scheme Shareholders, voted in favour of the resolution to approve the Scheme. The resolution was accordingly passed.
At the General Meeting, 89.42 percent of votes were cast in favour of the Resolution to approve the implementation of the Scheme, including the adoption of the amended articles of association of Abcam. The Resolution was therefore passed by the requisite majority of Abcam Shareholders.
The full text of the resolutions put to the Court Meeting and General Meeting are set out in the scheme circular published by Abcam on October 5, 2023 (the ‘Scheme Circular').
The Transaction remains subject to the sanction of the Scheme by the High Court of Justice of England and Wales, the satisfaction of certain antitrust conditions, and the satisfaction or waiver (if applicable) of certain other customary closing conditions as set out in Part III of the Scheme Circular.
Capitalized terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Circular.
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, 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 is not currently aware may also affect these 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 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 and 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 investor 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.
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