Duyuru • Dec 19
Abcam Files Form 15 Abcam plc (Abcam Limited) has announced that it has filed a Form 15 with the Securities and Exchange Commission to voluntarily deregister its Ordinary Shares, nominal value £0.002 per share and American Depositary Shares, each representing one Ordinary Share under the Securities Exchange Act of 1934, as amended. Duyuru • Oct 24
Jonathan Milner Issues Statement Responding to the Glass Lewis Report On October 23, 2023, Jonathan Milner announced that he has issued a statement in response to a report from Glass Lewis and its observations on the disproportionate rewards for Company’s Executive Directors and on the identified issues with peer group valuation strategies. In addition, Jonathan Milner urged the shareholders to vote against the current proposed acquisition of Company by Danaher Corporation. Duyuru • Oct 20
Jonathan Milner Continues Opposition to Danaher Corporation Acquisition On October 18, 2023, Jonathan Milner announced that he has responded to the Institutional Shareholder Services (ISS) recommendation to vote in favour of the deal. Jonathan Milner stated that he is continuing his attempts to convince shareholders to vote against Abcam plc's $5.7bn acquisition by Danaher Corporation despite a recommendation in favour by ISS. Jonathan Milner added that his reasoning remains as it was back in August - that the sale price of $24 per share is undervaluing the Company's short-term growth potential. Jonathan Milner stated that while he maintains his willingness to see the Company go to Danaher Corporation or ‘another suitor at a fair price’, the likelihood of a tall dark stranger sweeping in should this deal fall through is low. Duyuru • Oct 17
Jonathan Milner Releases Presentation to Abcam plc Shareholders On October 16, 2023, Jonathan Milner announced that he has issued a presentation covering the reasons for Abcam shareholders to vote against the $24 per share bid from Danaher Corporation. Jonathan Milner added that he believes that the Company stands as an exceptional UK asset and should not be undersold to Danaher and mentioned that he is open to selling to Danaher or another suitor at a fair price that genuinely reflects the Company’s true value and potential. Jonathan Milner stated that, in the presentation, he has unveiled his strategy for the Company and stated that he intends to convene an Extraordinary General Meeting (EGM) aimed at overhauling the Company's Board. Duyuru • Oct 11
Jonathan Milner issues Open Letter to shareholders of Abcam plc On October 10, 2023, Jonathan Milner announced that he has issued a letter to Abcam plc’s shareholders for recently published scheme circular (Scheme Circular, as published on October 5, 2023) detailing the proposed acquisition of the Company by Danaher Corporation or its affiliates. Jonathan Milner added that he is prepared to sell to Danaher or to another bidder at the right price, provided that it accurately reflects the value and potential of the Company and stated that shareholders are not seeing the full value of the investment that the Company undertook to drive improved performance over the longer term. In addition, Jonathan Milner urged the shareholders to question the scheme circular, the unacceptable Offer price and continue to vote against the current proposed acquisition of the Company by Danaher Corporation. Duyuru • Sep 29
Jonathan Milner issues Open Letter to Shareholders of Abcam plc On September 28, 2023, Jonathan Milner announced that he has issued open letter to the Company’s shareholders announcing his vote against campaign and providing them with the opportunity to send a clear message to the Board that the board is dissatisfied with the proposed acquisition of the Company by Danaher Corporation or its affiliates (“Danaher”) and the Company’s governance, execution and cost control. Duyuru • Sep 15
Jonathan Milner Opposes Danaher's Acquisition of Abcam On September 14, 2023, Jonathan Milner announced his decision to vote against the proposed acquisition of Abcam by Danaher Corporation or its affiliates, his decision to oppose the acquisition is informed by feedback received from many shareholders and analysts, who share his belief that the $24 per share offer announced on August 28, 2023 by the Company substantially undervalues the Company, and when considering the potential of the Company as an independent entity with an effective Board and Executive Leadership, the proposed acquisition price falls significantly short of its inherent worth. In addition, Jonathan Milner stated that he will formally request the Company to convene an extraordinary general meeting with the purpose of replacing the Company’s board, including the current CEO, CFO and Chairman. Further, Jonathan Milner stated that he will publish a proxy statement and accompanying proxy card in due course to be used to solicit votes in support of the proposals that will be presented for shareholder vote at the proposed extraordinary annual meeting of stockholders of the Company. Duyuru • Sep 02
Abcam plc Suspends Financial Guidance for the Fiscal 2023 and Fiscal 2024 Abcam plc suspended financial guidance for the fiscal 2023 and fiscal 2024. Due to the pending acquisition, financial guidance has been suspended. Duyuru • Aug 29
Danaher Corporation (NYSE:DHR) entered into definitive agreement to acquire Abcam plc (NasdaqGS:ABCM) for $5.7 billion. Danaher Corporation (NYSE:DHR) entered into definitive agreement to acquire Abcam plc (NasdaqGS:ABCM) for $5.7 billion on August 26, 2023. As per the the terms of the transaction, the offer price per share is $24 for 229,723,147 Abcam shares. Danaher expects to fund the acquisition using cash on hand and proceeds from the issuance of commercial paper. Under the Transaction Agreement, Abcam plc will be required to pay to Danaher, in cash, an amount equal to £45 million ($56.62512 million) if the transaction agreement is terminated, whereas, Danaher Corporation will pay £227 million ($285.642272 million) in case of termination. Transaction is subject to customary conditions, including receipt of applicable regulatory approvals and Abcam shareholder approval. The Transaction has been unanimously approved and recommended by the Abcam Board of Directors and unanimously approved by the Danaher Board of Directors. The transaction is anticipated to close mid-2024 .
Lazard Freres & Co. LLC, Lazard & Co., Limited, Morgan Stanley & Co. International plc, acted as financial advisors and provided opinion to board of Abcam, Citibank, N.A., acted as a depository bank, Latham & Watkins (London) LLP acted as a legal advisor to Abcam. Skadden, Arps, Slate, Meagher & Flom LLP acted as a legal advisor to Danaher. Phillip R. Mills of Davis Polk advised Lazard Ltd. and Morgan Stanley as financial advisers to Abcam plc. Duyuru • Aug 17
Jonathan Milner Sends an Open Letter to Abcam plc On August 16, 2023, Jonathan Milner announced that he has sent an open letter to Abcam plc, stating that the Company had received strategic inquiries from multiple parties over the past few weeks and the Board of Directors had unanimously decided to initiate a process to explore strategic alternatives for the business. In addition, Jonathan Milner stated that in order to give the Board the time and space to pursue the opportunities from the review, and acting in good faith, he temporarily suspended his campaign and requested removal of the EGM resolutions on June 26, 2023, he was disappointed that this offer was not acted upon and since that time have been provided with one unsatisfactory call with management, and he would like to reiterate that his offer remains in place should the board wish to accept my help with Company performance and shareholder value creation. Duyuru • Jul 06
Abcam plc Provides Revenue Guidance for the First Half Ending June 30, 2023 Abcam plc provided revenue guidance for the first half ending June 30, 2023. For the period, the company expects revenues of >£203 million. First half 2023 estimated revenues grew approximately 10% on a reported basis or 5.5% on a constant exchange rate basis as compared to 20% growth on a constant exchange rate basis in the comparable prior period. Duyuru • Jun 29
Jonathan Milner Announces Suspension of Proxy Solicitation On June 26, 2023, Jonathan Milner issued a statement regarding the upcoming extraordinary meeting of shareholders of Abcam PLC. Jonathan Milner stated that in light of reports that the Company has received credible inbound M&A interest, and the Company’s announcement that the board is pursuing these strategic alternatives, he has decided to suspend his solicitation for the time being to allow the board to focus on pursuing its strategic review and thereby create maximum shareholder value. Jonathan Milner added that he remains willing to join the board immediately, either as Executive Chairman, Chairman or a Non-Executive Director, if invited to assist and support it in the strategic review process to obtain a full and fair price but will not agree to any standstill restrictions that would impair his ability to hold the board accountable by calling for another EGM or nominating directors at the next AGM. Duyuru • Jun 28
Abcam plc Provides Revenue Guidance for Fy2023 and Fy2024 Abcam plc provided revenue guidance for FY2023 and FY2024. The Company reiterates its FY2023 guidance of reported revenue of approximately £420 million to £440 million, representing 15% to 20% constant exchange rate revenue growth.For FY2024, reported revenue of approximately £475 million to £525 million1, representing 11.3% to 13.4% CER revenue CAGR2 and 10.0% to 12.1% organic revenue CAGR3 from FY2019. Duyuru • Jun 22
Jonathan Milner Issues an Open Letter to shareholders of Abcam plc On June 21, 2023, Jonathan Milner announced that he has issued an open letter to shareholders of Abcam plc, in response to statements made by the Company in its statement on 20 June 2023, outlines the Company’s lack of focus and his plan to restore the Company’s financials, accountability, and executional discipline. In addition, Jonathan Milner stating that as a reminder the deadline for ADS shareholders to record your proxy vote is 10am EST on6 July 2023, stated it his open letter that time for change is now, the Company interest in M&A, his 6-month plan for Company’s value creation. Further, Jonathan Milner urged the shareholders to vote for removal of Peter Allen, Michael Baldock, and Sally Crawford, from the Company board, election of Jonathan Milner as a Director and appointment as Executive Chairman of the Board, a shareholder resolution to the board to conduct a thorough search for candidates and appoint at least 2 other independent, qualified directors to the board promptly after the meeting, shareholder resolution to the Board to conduct a thorough search for candidates and appoint at least two other independent, highly qualified Directors to the Board promptly after the meeting, at the annual meeting of shareholders scheduled to be held on July 12, 2023. Duyuru • Jun 21
Jonathan Milner Sends a Letter to Abcam plc On June 20, 2023, Jonathan Milner sent a letter to Abcam plc, requesting the Company to 1) confirm that holders of uninstructed ADSs shall not be deemed to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities at the EGM, and further, that Deposited Securities represented by ADSs for which no timely voting instructions are received from the Holder shall not be voted at the July 12, 2023 extraordinary general meeting of the Company, 2) pursuant to Section 116 and 118 of the Companies Act of 2006, for the Company to deliver equity holder records, 3) pursuant to sections 116(2) and (3) of the Act, seeking a copy of the register of members, held by the Company pursuant to Section 113 of the Act, pursuant to section 811(2) and (3) of the Act, seeking a copy of all of the entries in the register of interests held by the Company pursuant to Section 808 of the Act as of June 9, 2023 and 4) ask that the Company confirm now that it will recognize any and all proxies delivered and votes cast in connection with the upcoming general meeting where the intention of the shareholder voting is clear. In addition, Jonathan Milner urged the shareholders to vote for all his 8 proposals at the extraordinary general meeting, scheduled to be held on July 12, 2023. Duyuru • Jun 13
Jonathan Milner issues Open Letter to shareholders of Abcam plc On June 12, 2023, Jonathan Milner announced that he has sent an open letter to shareholders of Abcam plc stating that he has attempted to meaningfully engage with board members on multiple occasions where he offered to help reverse the Company’s loss of focus and he was offered a board seat subject to restrictions that would impair his ability to hold management accountable and to serve shareholders effectively. In addition, Jonathan Milner stated that current board has lost focus on governance, execution, and cost control, board current Board has lost focus on governance, execution, and cost control, changing targets mask underperformance, failed to execute the 5-year plan, stated the board requires accountability to shareholders and outlines his plan to restore shareholder trust and value and make Company the world leading antibody Company once again. Further, Jonathan Milner urged the shareholders to vote for the removal of Peter Allen, Michael Baldock, Sally Crawford, the election of Jonathan Milner as a director and appointment as executive chairman of the board, at the 2023 annual meeting of shareholders. Duyuru • May 31
Jonathan Milner Calls Extraordinary General Meeting to Replace Directors at Abcam On May 30, 2023, Jonathan Milner delivered to Abcam plc a notice pursuant to Sections 303 and 304 of the United Kingdom Companies Act of 2006 compelling the Company to call an extraordinary general meeting of shareholders of the Company, to consider proposals that: (1) Peter Allen, Sally W. Crawford, and Michael S. Baldock be removed from office as directors of the Company; (2) any director appointed after the Company’s receipt of this requisition and before the occurrence of the meeting it requires shall be removed from office as a director of the Company; (3) Jonathan Milner be appointed as Executive Chairman of the Board; (4) the Board should conduct a thorough search for candidates and appoint at least 2 other independent Directors to the Board promptly after the meeting; and (5) the Company shall reimburse expenses incurred by Jonathan Milner and others in connection with the foregoing matters. Duyuru • May 06
Abcam plc Reiterates Earnings Guidance for the Years 2023 and 2024 Abcam plc reiterated earnings guidance for the years 2023 and 2024. For the year 2023, the company reiterates its reported revenue guidance of approximately £420 million to £440 million, representing 15% to 20% constant exchange rate revenue growth.The company is reiterating its 2024 revenue goals of £450 million to £525 million with adjusted operating profit margins of greater than 30%. Duyuru • Jan 31
Abcam plc Provides Revenue Guidance for the Fiscal Year 2023 Abcam plc provided revenue guidance for the fiscal year 2023. For the fiscal year 2023, the company anticipates 15% to 20% constant exchange rate revenue growth from fiscal year 2022's total reported revenues of approximately 360 million.