Abcam appoints Markus Lusser as new President

MARCH 18, 2024 – Abcam today announced the appointment of Markus Lusser as President.

A seasoned Danaher executive, Markus joins Abcam at a pivotal moment as the company transitions into the Danaher Life Sciences portfolio. His extensive commercial and digital experience across the life sciences and medical device industries will help build on Abcam’s momentum to deliver innovative solutions that meet the needs of customers and drive the industry forward.

Markus joined Danaher in 2011 and most recently served as Vice President and Chief Customer Officer for the Life Sciences Innovations Group helping shape and execute Danaher’s cross-OpCo strategy to drive disproportionate growth and share gain in the biologics market segment. Prior to that, he was President of Leica Microsystems (LMS) where he successfully drove innovation, commercial execution, and associate engagement to deliver accelerated organic growth, enhanced profitability and cash flow. He led LMS’s successful digital transformation efforts, including innovations such as ARveo, the world’s first Surgical Imaging Platform offering Augmented Reality for brain surgery. Prior to joining Danaher, Markus was responsible for large global commercial organizations, including 20 years at Siemens Healthineers. Markus holds a degree in Engineering in Electronics from HTBLA in Innsbruck, Austria.

As an experienced people leader, Markus is passionate about building and developing the skills and experience of his cross-functional teams. His leadership style fosters customer-centric cultures to leverage a business’s collective expertise and resources to create value for customers and stakeholders.

Commenting on the appointment, Markus said: “I am excited to join Abcam and work alongside such talented and diverse teams to solve complex challenges and help our customers progress faster, together. As President of Abcam, my mission is to continue to build a culture that puts the customer at the heart of everything we do, anchored in the quality of our products, close collaboration with our partners, and a focus on innovation within the industry.”

Markus replaces Alan Hirzel who served as Abcam’s CEO since 2014.

Headquartered in Cambridge, UK, since 1998, Abcam has a substantial global footprint which includes nine sites, operating in over 130 countries. It has more than 1,750 associates and serves 750,000 researchers worldwide.

ENDS

For more information, please contact alex.bannister@abcam.com and phie.dawson@abcam.com.

About Abcam

At Abcam, we believe that the scientific community goes further, faster, when we go there together. And to keep on making ground-breaking discoveries, we need to work together in new ways. That’s why we’re constantly innovating to help scientists drive their research forward by providing products and solutions that play an essential role in fundamental research, drug discovery, diagnostic and therapeutic applications. We started with a simple mission: to provide the best biological reagents to life scientists worldwide. Today, we help 750,000 researchers in over 130 countries deliver faster breakthroughs in areas like cancer, neurological disorders, infectious diseases, and metabolic disorders. To find out more, visit us at www.abcam.com and www.corporate.abcam.com

 

Acquisition of Abcam by Danaher Approved by the High Court of Justice of England and Wales

Cambridge, UK / Waltham, MA, December 4, 2023 – Abcam plc (Nasdaq: ABCM) (‘Abcam’, the ‘Group’ or the ‘Company’), a global leader in the supply of life science research tools, entered into a definitive agreement on August 26, 2023 relating to its proposed acquisition by Danaher Corporation (NYSE: DHR) (‘Danaher’) for $24.00 per share in cash (the ‘Transaction’), to be implemented by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the ‘Scheme‘). The circular in relation to the Scheme was published or made available to Scheme Shareholders on October 5, 2023 (the ‘Scheme Circular‘). 

Abcam is pleased to announce that the Court has today issued the Court Order sanctioning the Scheme.

Closing of the Transaction will occur and the Scheme will become effective upon the Court Order being delivered to the Registrar of Companies, which is expected to occur on December 6, 2023, as previously announced. The last day of trading in Abcam ADSs on Nasdaq is expected to be December 5, 2023, with trading in Abcam ADSs on Nasdaq being suspended by 8.00 a.m. (Eastern Time) on December 6, 2023.

Capitalized terms used in this announcement shall, 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 and the closing of the Transaction. 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 the satisfaction of the  conditions to consummate the Transaction; the occurrence of any event, change or circumstance that may impact delivery of the Court Order to the Registrar of Companies and the expected last day of trading and suspension of trading in Abcam ADSs on Nasdaq; 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.

Abcam plc
Tommy Thomas, CPA
Vice President, Investor Relations
+1 617-577-4205

152 Grove Street, Building 1100
Waltham, MA 02453

Media enquiries
FTI Consulting
+44 (0)20-3727-1000
Abcam@fticonsulting.com

 

Abcam Acquisition by Danaher has Received all Identified Clearances; Transaction Expected to Close on December 6, 2023

Cambridge, UK / Waltham, MA, November 17, 2023 – 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’) for $24.00 per share in cash (the ‘Transaction’), today announced that all Identified Clearances required in connection with the Transaction have been obtained from the relevant Governmental Authorities.

The Transaction remains subject to the sanction of the Scheme by the High Court of Justice of England and Wales and the satisfaction or waiver (if applicable) of certain other customary closing conditions as set out in Part III of the scheme circular published by Abcam on October 5, 2023 (the ‘Scheme Circular’).

The Court Hearing at which the Court will be asked to sanction the Scheme has been scheduled to be held on December 4, 2023.

An updated expected timetable of principal events is set out below.

Capitalized terms in this announcement, unless otherwise defined, have the same meanings as set out in the Scheme Circular.

Expected Timetable of Principal Events

Event Time/date(1)
Court Hearing to sanction the Scheme December 4, 2023
Last day of trading in Abcam ADSs on Nasdaq December 5, 2023
Scheme Record Time 6.00 p.m. (U.K. Time) on December 5, 2023
Effective Date of the Scheme December 6, 2023(2)
Suspension of trading in Abcam ADSs on Nasdaq by 8.00 a.m. (Eastern Time) on December 6, 2023
Despatch of cheques and crediting of CREST for Consideration due to Scheme Shareholders under the Scheme as soon as practicable after the Effective Time, and in any event not later than five Business Days after the Effective Time
Cancellation of listing of Abcam ADSs on Nasdaq December 15, 2023
Termination of Abcam ADS program January 5, 2024
Long Stop Date August 26, 2024(3)

Notes:

  1. These times and dates are indicative only and are based on Abcam’s current expectations and may be subject to change. Abcam will give notice of any change(s) by issuing an announcement through a national news wire service in the United States and by making such announcement available on Abcam’s website at https://corporate.abcam.com/investors/danaher-abcam.
  2. This will be the date on which the Court Order sanctioning the Scheme is delivered to the Registrar of Companies. The events which are stated as occurring on subsequent dates are conditional on the Effective Date occurring and their timings are calculated by reference to this time.
  3. This date may be extended: (i) by six months by either the Purchaser or the Company, by notice in writing to the other no later than 5.00 p.m. (U.K. Time) on the Business Day immediately following the Long Stop Date, if the Condition in paragraph A(v) of Part III (Conditions to and further terms of the Scheme and the Transaction) of the Scheme Circular is not fulfilled by 5.00 p.m. (U.K. Time) on the Long Stop Date; or (ii) otherwise as Abcam and the Purchaser agree in writing and the Court may allow.

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 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.

Abcam plc
Tommy Thomas, CPA
Vice President, Investor Relations
+1 617-577-4205

152 Grove Street, Building 1100
Waltham, MA 02453

Media enquiries
FTI Consulting
+44 (0)20-3727-1000
Abcam@fticonsulting.com

Shareholders of Abcam Approve Proposed Acquisition by Danaher

Cambridge, UK / Waltham, MA, November 6, 2023 – 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.

Abcam plc
Tommy Thomas, CPA
Vice President, Investor Relations
+1 617-577-4205

152 Grove Street, Building 1100
Waltham, MA 02453

Media enquiries
FTI Consulting
+44 (0)20-3727-1000
Abcam@fticonsulting.com

 

Leading Independent Proxy Advisor Glass Lewis Joins ISS in Recommending Shareholders Vote “FOR” Danaher Corporation’s Proposed Acquisition of Abcam 

Both Leading Proxy Advisors ISS and Glass Lewis Acknowledge the Thorough Process Undertaken by the Abcam Board in Reaching an Agreement that Provides a Compelling Premium and Certainty of Value to Abcam Shareholders

Cambridge, U.K. / Waltham, MA, October 23, 2023 – Abcam plc (Nasdaq: ABCM) (‘Abcam,’ the ‘Group’ or the ‘Company’), a global leader in the supply of life science research tools, announced that leading independent proxy advisor, Glass Lewis, recommended that Abcam shareholders vote “FOR” Danaher Corporation’s (“Danaher” or “DHR”) proposed acquisition of Abcam (the “Transaction”) ahead of its shareholder meetings on November 6, 2023.

Alan Hirzel, Chief Executive Officer of Abcam, said: “Following the publication of Glass Lewis’s recommendation on October 21, we’re pleased that both of the world’s leading proxy advisors support our board’s unanimous recommendation that shareholders vote ‘FOR’ the proposed sale to Danaher. 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. We strongly urge all Abcam shareholders to follow the recommendation of our board, ISS and Glass Lewis and vote for this transaction.”

In making the recommendations, Glass Lewis stated in their October 21 report:

  • “We believe the premium valuation and certainty of value provided by the Scheme Consideration should represent a fairly compelling proposition to most of the Company’s shareholders. Based on these factors, and absent a superior competing offer, we believe the Scheme warrants shareholder support at this time. Accordingly, we recommend that shareholders vote FOR each of the proposals to be presented at the court meeting and the general meeting.”
  • “In our view, the Company undertook a reasonably thorough and competitive sale process prior to agreeing to a deal with Danaher and executing the Transaction Agreement.”
  • “We also note that since the announcement of the Transaction Agreement, the Company’s share price has consistently traded moderately below the value of the Scheme Consideration. This suggests to us that most investors generally believe the proposed merger represents the highest value reasonably available to the Company’s shareholders at this time.”
  • “Further, based on our own comparable companies analysis, we believe the Scheme Consideration implies a favorable forward EBITDA multiple relative to the Company’s industry peers, particularly considering the Company’s relative trading valuations over recent unaffected periods. … We also note that since the unaffected date, the TSRs of each of the Company’s industry peers has declined, and the forward EBITDA multiples of the peers have generally contracted.”

The recommendation from Glass Lewis follows a similar and supportive conclusion by ISS who noted in their October 16 report:

  • “In light of the thorough sales process, the premium and certainty of value inherent in the [Danaher] all-cash offer, and the reasonable valuation, the proposed transaction appears to be a superior alternative to the downside risk and uncertainty inherent in Milner’s underdeveloped plan to create value through a board refresh. As such, support for the proposed transaction is warranted.”

The Board of Directors and management of Abcam recommend shareholders vote “FOR” Danaher’s proposed acquisition of Abcam.

Other materials related to the upcoming Abcam shareholder vote, including Abcam’s investor presentation are available at https://corporate.abcam.com/investors/danaher-abcam/.

How to vote and meeting details

Notices of the Court Meeting and the General Meeting convened in connection with the Transaction are set out in the scheme circular published by Abcam on October 5, 2023 (the “Scheme Circular”), a copy of which is available at https://corporate.abcam.com/investors/danaher-abcam. 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.

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 Court Meeting or General Meeting, 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.

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 and Abcam shareholder approval, 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 are not currently aware may also affect each of the companies’ 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 the same 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 vote regarding 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 Investors 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.

Abcam plc
Tommy Thomas, CPA
Vice President, Investor Relations
+1 617-577-4205

152 Grove Street, Building 1100
Waltham, MA 02453

Media enquiries
FTI Consulting
+44 (0)20-3727-1000
Abcam@fticonsulting.com

Leading Proxy Advisor, ISS, Recommends Shareholders Vote “FOR” Danaher Corporation’s Proposed Acquisition of Abcam

ISS Acknowledges the Thorough Process Undertaken by the Abcam Board in Reaching an Agreement that Provides a Premium and Certainty of Value to Abcam Shareholders

Cambridge, U.K. / Waltham, MA, October 17, 2023 – Abcam plc (Nasdaq: ABCM) (‘Abcam,’ the ‘Group’ or the ‘Company’), a global leader in the supply of life science research tools, today announced that leading independent proxy advisor Institutional Shareholder Services (‘ISS’), recommended that Abcam shareholders vote “FOR” Danaher Corporation’s (‘Danaher’ or ‘DHR’) proposed acquisition of Abcam (the ‘Transaction’) ahead of its shareholder meetings on November 6, 2023.

Alan Hirzel, Chief Executive Officer of Abcam, said: “We are pleased that ISS supports our board’s unanimous recommendation that shareholders vote “FOR” the proposed sale to Danaher. 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. We strongly urge all Abcam shareholders to follow the recommendation of our board and ISS.”

In its report dated October 16, 2023, ISS noted:

  • “In light of the thorough sales process, the premium and certainty of value inherent in the [Danaher] all-cash offer, and the reasonable valuation, the proposed transaction appears to be a superior alternative to the downside risk and uncertainty inherent in Milner’s underdeveloped plan to create value through a board refresh. As such, support for the proposed transaction is warranted.”
  • “Given the public nature of the campaign, broad outreach during the sales process, and the relatively small termination fee, the fact that no other parties have come forward with a superior proposal is a strong indication that this is the highest offer shareholders can expect.”
  • “While shareholders are only voting at this time on the proposed transaction, the uncertainty in Milner’s plan due to lack of details regarding his proposed nominees or his potential go-forward plan if he were to take over as CEO stands in stark contrast to the certainty provided by the proposed cash offer from DHR.”

The Board of Directors and management of Abcam recommend shareholders vote “FOR” Danaher’s proposed acquisition of Abcam.

Other materials related to the upcoming Abcam shareholder vote, including Abcam’s investor presentation are available at https://corporate.abcam.com/investors/danaher-abcam/.

How to vote and meeting details

Notices of the Court Meeting and the General Meeting convened in connection with the Transaction are set out in the scheme circular published by Abcam on October 5, 2023 (the “Scheme Circular”), a copy of which is available at https://corporate.abcam.com/investors/danaher-abcam. 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.

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 Court Meeting or General Meeting, 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.

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 and Abcam shareholder approval, 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 are not currently aware may also affect each of the companies’ 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 the same 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 vote regarding 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 Investors 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.

Abcam plc
Tommy Thomas, CPA
Vice President, Investor Relations
+1 617-577-4205

152 Grove Street, Building 1100
Waltham, MA 02453

Media enquiries
FTI Consulting
+44 (0)20-3727-1000
Abcam@fticonsulting.com

Independent Directors of Abcam highlight compelling reasons for shareholders to support proposed sale to Danaher

Cambridge, U.K. / Waltham, MA, October 12, 2023 – Abcam plc (Nasdaq: ABCM) (‘Abcam,’ the ‘Group’ or the ‘Company’), a global leader in the supply of life science research tools, today filed an investor presentation with the U.S. Securities and Exchange Commission (available online at https://corporate.abcam.com/investors/danaher-abcam), underscoring why the proposed sale of Abcam to Danaher Corporation (NYSE: DHR) (‘Danaher’) for $24.00 per share in cash is compelling and deserves shareholder support.

The Independent Directors also mailed a letter to shareholders underscoring the reasons for its conviction, the full text of which follows:

Dear Shareholders,

As owners of Abcam plc (‘Abcam,’ the ‘Company,’ ‘Group,’ ‘we,’ ‘our,’ or ‘us’), you are being asked to vote in support of Abcam’s agreement to be acquired for $24.00 per share by Danaher Corporation (NYSE: DHR) (“Danaher”).

We are writing to you today as the independent non-executive directors of Abcam’s Board of directors to affirm that this agreement was the result of a rigorous, fair and competitive sale process. We unanimously support this Transaction as we believe it is the best deal available and is in the best interests of Abcam and its shareholders. The $24.00 offer price maximizes value in cash, provides a high level of certainty of return for your investment and delivers an excellent outcome for Abcam’s employees and customers.

We are asking you to support this Transaction by completing either your BLUE ADS Voting Instruction Card (if you are an Abcam ADS holder) or your BLUE and YELLOW Forms of Proxy (if you are an Abcam shareholder) distributed with the Scheme Circular. It is important that you do so as soon as possible. Your vote is important to help secure the future of Abcam and provide significant value for your shareholding.

Each of us joined this Board with no prior affiliation to the management team, and we operate with a singular focus on what is in the best interest of you, the shareholders. Each of us brings significant experience in the healthcare sector and in M&A. All of us proudly stand behind the careful analysis, thoughtful debate and rigorous process conducted by the Board and management at Abcam and our advisors over the past few months. At every step we have been completely transparent with all stakeholders on what we believe is in the best interests of the Company and its shareholders.

As a Board, we have always acted in accordance with our fiduciary duties and are acutely aware that our responsibility as Board members is to act in the best interests of the Company and all its shareholders. This rigorous sale process was conducted in line with good governance principles and strict procedures, and we provided robust oversight of the sale process, supported by a dedicated sub-committee with significant M&A and industry experience.

Now, the future of Abcam and your investment lies with you. It is important that you cast your vote soon to make sure your voice is heard to help this excellent deal for Abcam become a reality.

As you review this Transaction, we ask you to consider the following key questions, to help you understand how we’ve arrived at our decision.

1. Why did the Board commence a review of strategic alternatives?

As a public company, the independent directors are always keenly aware of their responsibilities to evaluate offers to acquire the Company and analyze what is in the best interests of the Company and all its shareholders.

The highly public nature and perceived uncertainty stemming from Jonathan Milner’s activist campaign resulted in an increase in inbound inquiries from potential counterparties. The first of these inquiries took place in April, when a major multinational life sciences company expressed an initial interest in a potential transaction. Not long after, the Board decided to disclose the receipt of this strategic interest to best understand how shareholders might view a potential transaction. After consulting with and listening to shareholders, the Board decided to pursue a strategic review and evaluate the value it could receive from a potential transaction.

2. Is this the best price?

Danaher’s $24.00 per share 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. Our negotiations with Danaher resulted in Danaher submitting three offers to the Company, starting at $20.50.

The sale process was competitive through to the final bids, and the rigor of the process underpins our confidence in the value of the offer. We 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. We received multiple bids to acquire Abcam, rejected bids we deemed inadequate, and structured a process to induce bidders to submit competitive offers that valued the Company at a meaningful premium in order to remain in the process. All interested parties were given full and fair consideration, and no parties were excluded from the process based on anti-trust concerns.

The $24.00 per share price represents a 48% premium to the Volume Weighted Average Price of $16.21 for the 30 trading-day period ended 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. Prior to the speculation of a transaction, Abcam’s shares never traded at or above $24.00. It is our strong belief that shareholders are being presented a significant and fair premium.

The $24.00 per share price also represents a transaction multiple in excess of ~32x LTM EBITDA1,2 – a significant premium to comparable transactions – demonstrating external validation of Abcam’s successful transformation. Danaher’s final offer price exceeds Lazard’s fairness opinion Discounted Cash Flow (“DCF”) Analysis Range of $18.55 to $23.90 per share and falls near the midpoint of Morgan Stanley’s fairness opinion DCF Analysis Range of $19.15 to $30.00 per share.

Both financial advisors’ analyses were based on the Abcam management team’s forecasts, which included ambitious revenue growth and margin improvement targets. In other words, in connection with the Board’s evaluation of the potential transaction with Danaher, a range of potential outcomes for the business have been accounted for fairly and completely.

3. What certainty does this offer shareholders, and what is the alternative?

While Abcam’s growth has been robust, it is not immune to external headwinds. Companies operating in the life sciences tools sector – including Abcam – have been hit by rising cost of capital since early 2022, while macroeconomic headwinds experienced by the broader life sciences sector impose increasing pressures. Geopolitical tensions in China, a large and important market for Abcam, coupled with a constrained biotech capital markets environment and uncertainty surrounding U.S. government funding, are all contributing to dampened valuations across the sector and an unpredictable near-term outlook. As we evaluated this offer, we were cognizant of the risks of achieving the management team’s ambitious projections for the business, particularly in light of these challenging dynamics. Without the Transaction, there is no reason to believe Abcam’s share price would not reflect the same pressures our peers face.

Adding an additional layer of uncertainty is Jonathan Milner. He has made it clear his intent is to seek to gain operational control of Abcam by installing himself as CEO, recruiting his own Chairman and putting in place a “shadow board” to oversee the Company. He has yet to provide any details as to the identity or experience of the “shadow board” or how he intends to deliver greater value than what is currently offered through this transaction. Twice in the last five months he has posited that he will replace directors of Abcam’s Board, without ever providing details of who the replacement directors would be. Shareholders should be concerned, just as we are, that Jonathan Milner has indicated he wishes to install himself as CEO and replace the Board with directors proposed by him based on unknown criteria.

Jonathan Milner is asserting that he is best positioned to lead Abcam as a standalone company, despite having not been operationally involved in the Company for nearly a decade while the business has materially transformed. Additionally, he has failed to acknowledge the substantial sector trends and macroeconomic headwinds that pose meaningful risks to Abcam’s prospects for robust organic growth as a standalone business as he has no experience running a large multi-national business. This disregard for the Company’s long-term success is misguided and represents a significant downside risk to rejecting this deal. This is an unpredictable path filled with risks and distraction, none of which are good for shareholder value creation.

Ultimately, if this Transaction were not approved by shareholders, it is uncertain what path Abcam would be on next. In the near-term, Abcam’s share price would most likely decline significantly as the premium of a transaction disappears. The subsequent share price would then be subject to an uncertain global market with increasing geopolitical tensions, as well as a protracted period of potential instability and uncertainty as Abcam is forced to navigate Jonathan Milner’s demands.

Not only does this Transaction present shareholders with a highly compelling premium, the all-cash consideration of the Transaction delivers a high level of certainty of value at a critical time.

We need your support to secure a positive outcome for all Abcam shareholders. It is critical that you take action now and VOTE FOR the Transaction to help to ensure you and your fellow shareholders receive significant value for your shareholding, while doing what is best for Abcam and ensuring it can continue to operate as a leader in the life sciences sector.

Sincerely Yours,

Peter Allen, BA (Hons) ACA
Giles Kerr, BSc ACA
Mara Aspinall, MBA
Mark Capone, MSc
Bessie Lee, MS, BA
Sally W. Crawford
Luba Greenwood

How to vote and meeting details

Notices of the Court Meeting and the General Meeting convened in connection with the Transaction are set out in the scheme circular published by Abcam on October 5, 2023 (the “Scheme Circular”), a copy of which is available at https://corporate.abcam.com/investors/danaher-abcam. 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.

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 Court Meeting or General Meeting, 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.

 

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 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 and Abcam shareholder approval, 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 Form 6-K.

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 the same 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 vote regarding 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 Investors 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.

 

Abcam plc 
Tommy Thomas, CPA
Vice President, Investor Relations
+1 617-577-4205

152 Grove Street, Building 1100
Waltham, MA 02453

Media enquiries
FTI Consulting
+44 (0)20-3727-1000
Abcam@fticonsulting.com

 

1 Aggregate Value / Adjusted LTM EBITDA multiple as of Last Twelve Months “LTM” as of 30 September 2023.

2 Adj. EBITDA excluding share-based compensation calculated under IFRS.

Abcam files and mails Scheme Circular seeking approval of acquisition of Abcam by Danaher for $24.00 per share 

Cambridge, U.K. / Waltham, MA, October 5, 2023 – 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 4

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.

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 5

limitation, statements regarding 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 and Abcam shareholder approval, 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 are not currently aware may also affect each of the companies’ 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 Form 6-K.

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 the same to the SEC under cover of a Report of Foreign Private Issuer on Form 6-K and mailed or otherwise provided to its shareholders a circular containing information on the Scheme vote regarding the Transaction (the ‘Scheme Circular’). 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 will include 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 this 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 Investors 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 6

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 Acquisition 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 Acquisition 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.

Abcam plc

Tommy Thomas, CPA
Vice President, Investor Relations
+1 617-577-4205
152 Grove Street, Building 1100
Waltham, MA 02453

Media enquiries

FTI Consulting
+44 (0)20-3727-1000
Abcam@fticonsulting.com

Abcam plc Statement on Dr. Jonathan Milner’s Announcement

CAMBRIDGE, England & WALTHAM, Mass. – Abcam plc (Nasdaq: ABCM) (“Abcam” or the “Company”), notes today’s announcement by Dr. Jonathan Milner. The Company considers it surprising that Dr. Milner has taken active steps to oppose the deal without reviewing the full details in the Scheme Circular to be published in connection with the proposed acquisition of all of the outstanding shares of Abcam by Danaher Corporation (“Danaher”) for $24.00 per share in cash (the “Transaction”), which appears to be an attempt to create confusion for shareholders ahead of voting on the Transaction. The Scheme Circular will be published in the coming weeks, in line with the Company’s disclosure obligations and following the appropriate process with the High Court of Justice in England and Wales. The information provided within the Scheme Circular will ensure all shareholders are provided with the complete details related to the Transaction including reasons and background to the Board recommendation, Lazard and Morgan Stanley’s advice to the Board, and the process followed. The Company looks forward to engaging with all shareholders following publication of the Scheme Circular.

The acquisition of Abcam by Danaher was unanimously approved and recommended by the Board of Directors of Abcam following a thorough, competitive and comprehensive sales process, which engaged over 30 counterparties, including more than 20 potential strategic acquirers, leading to multiple bidders. All bidders were given access to the same financial information, consistent with the information the Company has made public. After receiving offers from multiple bidders, Danaher’s all cash offer of $24.00 was the highest and best price. The Company believes the recommended all cash offer provides value maximization and certainty of outcome for all shareholders, as well as a positive outcome for employees and customers.

Abcam is expected to operate as a standalone operating company and brand within Danaher’s Life Sciences segment following transaction closing, adding to Danaher’s presence in the UK where it currently employs almost 5,500 people. Danaher is committed to keeping Abcam’s headquarters in the UK.

Important Notices

UK Takeover Code does not apply

Abcam is not a company subject to regulation under the City Code on Takeovers and Mergers (the “UK Takeover Code”), therefore no dealing disclosures are required to be made under Rule 8 of the UK 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 benefits of the Transaction and the publication, content and timing of the Scheme Circular, and expectations regarding operating structure following the Transaction 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 and Abcam shareholder approval, 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 are not currently aware may also affect each of the companies’ 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 intends to furnish to the SEC under cover of a Report of Foreign Private Issuer on Form 6-K and mail or otherwise provide to its shareholders a circular containing information on the shareholder vote regarding the Transaction (the “Scheme Circular”). 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 will include an explanatory statement in respect of the scheme of arrangement to implement the Transaction in accordance with the requirements of the UK 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 this transaction, free of charge, at the SEC’s website (www.sec.gov).

In addition, 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 Investors website (https://corporate.abcam.com/investors/) 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 UK 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 UK 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.

Contacts

Abcam plc
Tommy Thomas, CPA
Vice President, Investor Relations
+1 617-577-4205

Media enquiries
FTI Consulting
+44 (0)20-3727-1000
Abcam@fticonsulting.com

NanoString Launches the Most Comprehensive Spatial Proteomics Panel Ever Offered

Empowering researchers to spatially profile more than 500 proteins simultaneously in FFPE tissue using abcam’s IHC-validated immuno-oncology antibody portfolio

Seattle, September 13, 2023 – (BUSINESS WIRE) — NanoString Technologies, a leading provider of life science tools for discovery and translational research, announced today the launch of the latest assay for the GeoMx® Digital Spatial Profiler (DSP). The GeoMx IO Proteome Atlas (IPA) is the industry’s most comprehensive spatial proteomics assay, enabling spatial profiling of more than 500 immuno-oncology (IO) relevant targets from FFPE (Formalin-Fixed, Paraffin-Embedded) tissue sections.

Containing IHC-compatible antibodies entirely from abcam’s extensive IO portfolio, the GeoMx IPA provides an extraordinary advancement in the field of spatial proteomics. The assay will provide researchers with more than five times the content of any competing panel, offering access to unprecedented power. Its utility is applicable to the search for novel biomarkers and drug targets, investigating therapeutic response, stratifying patients, and determining drug mechanisms of action.

“The GeoMx IPA represents the convergence of two of the most dynamic fields in biomedical research: spatial biology and high-plex proteomics,” said Brad Gray, President and CEO of NanoString. “And with abcam providing the content, users get access to a broad range of high-quality recombinant IO antibodies in a single assay. When the IO Proteome Atlas is used in combination with our popular Whole Transcriptome Atlas (WTA), GeoMx DSP becomes by far the most powerful spatial profiler available.”

The combination of NanoString’s GeoMx IPA and WTA offers researchers unprecedented levels of data in the largest ever spatial proteomic panel of its kind. The panel leverages the unique capabilities of GeoMx DSP to non-destructively and quantitatively profile protein expression over five logs of dynamic range in distinct compartments such as the tumor, stroma, and immune contexture. Researchers can run GeoMx IPA as a standalone assay or in conjunction with GeoMx WTA and can even layer GeoMx IPA data with previously collected WTA data to easily analyze the two datasets.

“We are excited to partner with NanoString on this first-of-its-kind assay for high-plex spatial proteomics of FFPE,” said Alejandra Solache, SVP, R&D at abcam. “By contributing to the GeoMx IO Proteome Atlas we’re able to make abcam’s broad portfolio of precision antibodies for IO research available to researchers in a cutting-edge spatial biology product that will help enhance our understanding of cancer immunology and accelerate novel discoveries.”

The launch of the GeoMx IPA is the latest development in a long-standing collaboration between NanoString and abcam to provide high-quality, validated antibodies for use with NanoString’s spatial analysis platforms. Most recently, NanoString and abcam announced the inclusion of abcam-validated antibodies in the first 64-plex panel for NanoString’s CosMx™ Spatial Molecular Imager.

Although the content is targeted for IO research, GeoMx IPA has broad applicability beyond cancer, including research areas such as infectious disease, organ transplant, autoimmunity, metabolism, and epigenetics.

The GeoMx IPA assay can enable researchers to:

  • Spatially profile FFPE tissue using over 500 of abcam’s IHC-validated IO antibodies in a single assay, simplifying the search for new protein biomarkers and drug targets with unrivaled plex. Antibodies can also be used individually for further single target or lower plex investigation.
  • Obtain more comprehensive biological information from precious tissue samples than traditional immunohistochemistry (IHC) or immunofluorescence (IF) assays.
  • Discover novel IO drug targets by profiling the expression of over 500 protein targets from a single FFPE tissue section.
  • Profile the whole human transcriptome and IO proteome from a single slide by combining GeoMx IPA with GeoMx WTA for same-slide spatial proteogenomic analysis.

The GeoMx IPA assay is available now for pre-order with shipments expected to begin in Q4 2023.

About NanoString Technologies, Inc.

NanoString Technologies, a leader in spatial biology, offers an ecosystem of innovative discovery and translational research solutions, empowering our customers to map the universe of biology. The GeoMx® Digital Spatial Profiler is a flexible and consistent solution combining the power of whole tissue imaging with gene expression and protein data for spatial whole transcriptomics and proteomics. The CosMx™ Spatial Molecular Imager is a single-cell imaging platform powered by spatial multiomics enabling researchers to map single cells in their native environments to extract deep biological insights and novel discoveries from one experiment. The AtoMx™ Spatial Informatics Platform is a cloud-based informatics solution with advanced analytics and global collaboration capabilities, enabling powerful spatial biology insights anytime, anywhere. At the foundation of our research tools is our nCounter® Analysis System, which offers a secure way to easily profile the expression of hundreds of genes, proteins, miRNAs, or copy number variations, simultaneously with high sensitivity and precision. For more information, visit www.nanostring.com.

The NanoString logo, NanoString, NanoString Technologies, GeoMx, CosMx and nCounter are trademarks or registered trademarks of NanoString Technologies, Inc., in the United States and/or other countries.

Doug Farrell, NanoString
Vice President, Investor Relations & Corporate Communications
dfarrell@nanostring.com
Phone: 206-602-1768

Source: NanoString Technologies, Inc.