The transaction was unanimously approved and recommended by the Abcam board of directors and unanimously approved by the Danaher board of directors following a competitive and comprehensive sales process.
The decision announced today by Jonathan Milner to “suspend” his ‘Vote Against’ campaign for the upcoming shareholder vote effectively ensures that Danaher Corp will have acquired Abcam next week.
The “suspension” puts an end to the Abcam founder’s campaign to wrest back control of the Cambridge-based life science tools supplier, whose recorded revenue for the year ended December 31, 2022 was £361.7million.
Dr Milner began his campaign to become executive chairman of the Abcam board in May. In June Abcam plc’s board “unanimously decided to initiate a process to explore strategic alternatives for the company”. The $24-per-share offer from US-based Danaher was announced in August. A shareholder vote on the deal was announced for November 6. Dr Milner continued to insist that it was the wrong time and the wrong price in October, only to relent this week.
Dr Milner said in a statement issued today: “After extensive feedback from the majority of Abcam’s shareholders, I have today decided to suspend my ‘Vote Against” campaign. It has become clear that a significant majority intend to support Danaher’s acquisition of Abcam and I respect this decision and will not stand in the way of the deal.
“Although this outcome is not what I envisioned, I accept the result and wish Abcam and Danaher all the best for their future. My sincere gratitude goes to everyone who supported my campaign over the last few months, especially to my shadow Board nominees: your bravery and loyalty have been deeply appreciated. A special thanks also goes to my team of advisors who, acting with integrity and honesty, ensured every shareholder’s voice was heard.”
However, Dr Milner, having terminated his campaign, has not reevaluated his views on the management of the company, adding: “Since the start of my campaign, Abcam’s share price increased significantly and, despite the final outcome, I sincerely believe that our campaign has shown that it is possible to stand up to, and call out, an ineffective Board and Management who displayed disregard for the interests of shareholders. It also drew attention to key metrics, governance issues, and the performance of Executive Directors. It is disappointing that, confronted with these facts, Abcam’s Board and leadership team decided to simply put the Company up for sale and accept a subpar offer, at the expense of loyal and long-term shareholders. I hope that my actions will inspire shareholders in other companies to hold their Boards to account.
“I extend my heartfelt best wishes to the dedicated staff and loyal customers of Abcam. May they find continued success under the new ownership of Danaher.”
The transaction has been unanimously approved and recommended by the Abcam board of directors and unanimously approved by the Danaher board of directors following “a competitive and comprehensive” sales process.
Leading independent proxy advisers ISS and Glass Lewis have recommended that shareholders vote in favour of the transaction, highlighting the “thorough sales process, certainty of value and a premium valuation”. Glass Lewis has stated that “most investors generally believe the proposed merger represents the highest value reasonably available to the company’s shareholders at this time”.
Last week, Abcam CEO Alan Hirzel said of the support from the two advisory services: “We are confident this transaction is in the best interests of Abcam and its shareholders, and will deliver an excellent outcome for Abcam’s employees and customers.”
The court meeting and general meetings will be held as planned on November 6 at 2.00pm and 2.15pm respectively in London.
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