July 2023 Extraordinary General Meeting
Abcam will be hosting an Extraordinary General Meeting of shareholders (“EGM”) on Wednesday, July 12, 2023.
Dr. Jonathan Milner has forced Abcam to hold this Extraordinary General Meeting in an attempt to appoint himself Executive Chairman of the board of directors of the Company and remove three directors from the Board, including the current Chairman and CFO, with no proposed alternative candidates other than himself. The net effect of these changes would be a sudden and significant shift in both operational and executive leadership of Abcam that puts in jeopardy the Company’s recent momentum as well as its day-to-day operations, growth strategy and competitive position.
We urge you to vote “AGAINST” all resolutions to be proposed at the Extraordinary General Meeting on July 12, 2023.
Your Board and management team have been focused on executing our strategic plan, delivering results and building toward Abcam 2.0. Over the course of CEO Alan Hirzel’s tenure prior to the COVID-19 pandemic, Abcam’s total shareholder return (“TSR”) of 178% outpaced Life Science Tools peers (167%)1. More recently, in the last twelve months, Abcam’s 27% TSR has significantly outperformed the same peer group (-12% over the same period). This is exactly the progress that Dr. Milner’s costly, distracting and unnecessary campaign for management control endangers.
The Company has tried at every turn to resolve this dispute amicably. Dr. Milner has not provided a plan about how he seeks to improve Abcam’s future value, concerningly asserting that only he is capable of driving change. He has only provided broad and generic statements about what it means to run a good business and a list of items that he would like to review.
We earned your overwhelming support at our Annual General Meeting on May 17, 2023 and we ask for your support again at the Extraordinary General Meeting to allow us to continue moving towards our vision to create long-term, sustainable value for all shareholders.
 Life science tools peers include Bio-Rad, Bio-Techne, Illumina, Maravai, Repligen, Sartorius, Tecan and Waters.
Instruct the Depositary how to vote the Ordinary Shares represented by your ADS by following the instructions on the Depositary Notice and WHITE Voting Instruction Card and/or such other instructions as may be provided to you by or on behalf of your broker or intermediary.
Such voting instructions must be validly submitted so as to be received by the Depositary by no later than 10:00 am (EDT) on July 6, 2023.
Submit proxies electronically using the online voting service at www.sharevote.co.uk or through the CREST voting service, or in hard copy using the WHITE Form of Proxy, by following the instructions set out in the Shareholder Circular.
All proxy appointments must be submitted so as to be received by the Company’s registrar by no later than 2:00 pm (BST) on July 10, 2023.
If you have any questions or need assistance in voting, please contact Abcam’s proxy solicitor Morrow Sodali LLC at (800) 662-5200 (toll-free in N. America) or at + 1 (203) 658-9400 or by email ABCM@info.morrowsodali.com.
|May 17: Abcam PLC: Statement on potential Extraordinary General Meeting|
|May 30: Abcam PLC: Statement on calling an Extraordinary General Meeting|
|June 16: Abcam plc files and mails Shareholder Circular calling an Extraordinary General Meeting|
|June 16: EGM Shareholder Circular|
|June 20: Abcam highlights successful execution of strategic priorities to drive shareholder value|
|June 20: Response to Cadwalader, Wickersham & Taft LLP letters dated 19 June 2023|
|June 26: Abcam plc: FY2024 Guidance|
|June 28: Abcam Confirms Dr. Jonathan Milner has Withdrawn EGM Requisition Notice and Related Resolutions|
|July 12: All Resolutions Withdrawn at Abcam’s EGM|
At our AGM on May 17, 2023 our shareholders were overwhelmingly in support of the re-election of each Abcam director – with on average 96% of votes cast being for the relevant resolutions. Dr. Milner is now seeking to remove the following three directors, who each play an essential role in overseeing and implementing the Company’s strategy.
Mr. Allen has been an integral part of the Board since his appointment in June 2018. He brings more than 30 years of experience as an executive director, non-executive director and chairman in a wide range of life science companies, playing a significant role in their growth. A chartered accountant by background, Peter has held multiple Chairman, CEO and CFO roles and brings substantial experience in M&A, international growth, fundraising and investor relations, as well as the commercialization of intellectual property.
Mr. Baldock joined the Company in February 2020 following a successful career in investment banking spanning over three decades. He is a seasoned executive, having held senior leadership roles at Lazard, SG Warburg (later Swissbank, now UBS) and HSBC, where he ran the Global Healthcare sector team and investment banking in the Americas. Michael also co-founded Ondra Partners, a strategic advisory group, where he began working with the Company in 2015. He is an experienced corporate finance and M&A practitioner with broad experience in banking and finance, coupled with deep knowledge of the healthcare industry. As CFO, he has led several important initiatives for the Company, including the planned listing of shares on NASDAQ that was overwhelmingly supported by investors.
Ms. Crawford is an experienced leader who joined the Board in mid-2021 with more than 30 years of experience in the healthcare industry. She has extensive board and leadership experience fundamental to overseeing strategy and incentivization. Sally was previously Chief Operating Officer of Healthsource where she led development of the company’s operating systems and marketing strategies and supported strategic alliances across the industry. With her robust board experience, she provides value, independent understanding and oversight of Abcam’s strategy.