Danaher deal for Abcam approved by 89 per cent of shareholders
Abcam’s shareholders this week approved the proposal for Danaher to acquire all of the outstanding shares of Abcam for $24 per share in cash in a general meeting which saw 89 per cent of shareholders vote for the deal.
The shareholder meeting on November 6 followed the definitive agreement of August 26, which saw the Cambridge-based global leader in the supply of life science research tools and the Washington DC-based global life sciences and diagnostics innovator reach an agreement following “a competitive and comprehensive” sales process.
The transaction had been unanimously approved and recommended by the Abcam board of directors and unanimously approved by the Danaher board of directors ahead of the vote.
The sale was the result of a process triggered by the announcement in May of a bid by Abcam’s founder and former CEO (until 2014), Jonathan Milner. Dr Milner announced that he wished to become executive chairman and insisted that Abcam’s shareholders were not extracting maximum value from the company.
In June, when Abcam’s review process concluded that the company should be put up for sale, Dr Milner called it a “tactic” to derail his bid, saying: “The company’s claims about ‘strategic inquiries’ are a blatant and desperate attempt to derail a proxy challenge.”
When it turned out that the company was serious about the Danaher deal, Dr Milner initially tried to convince shareholders that the bid was not satisfactory, and encouraged them to vote against it at the general meeting on November 6.
However, the market saw the $24 offer as very satisfactory indeed. Leading independent proxy advisers ISS and Glass Lewis recommended that shareholders vote in favour of the transaction, highlighting the “thorough sales process, certainty of value and a premium valuation”. Glass Lewis has stated that “most investors generally believe the proposed merger represents the highest value reasonably available to the company’s shareholders at this time”.
At the start of this month, Dr Milner withdrew his bid, thereby ending his attempt to wrest back control of the Cambridge-based life science tools supplier, whose recorded revenue for the year ended December 31, 2022 was £361.7million.
At the court meeting in London on November 6, a majority in number of scheme shareholders who voted (either in person or by proxy) – and who together represented 89.74 per cent 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 which followed, 89.42 per cent 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,” said Abcam in a statement.
“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 Abcam 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.”
Alan Hirzel, CEO of Abcam, who has come out on top of this huge corporate battle of wills, was generous.
“We are thrilled shareholders have overwhelmingly approved the transaction,” he said. “This outcome has arrived at the right time for Abcam to embark on the next chapter in its story within the Danaher family.
“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.”
A Danaher spokesperson told the Cambridge Independent: “Danaher welcomes this next step towards bringing the innovative and talented Abcam team on board to help both companies continue to succeed and grow.”
