Abcam challenger hits out as process to set EGM date goes on

Jonathan Milner has written an open letter to Abcam’s shareholders urging them to vote against the proposed acquisition of the Cambridge life science tools company by Danaher Corp.

On the table is a $5.7billion acquisition by Waltham, MA-based Danaher, announced in August and valuing Abcam at $24 per share.

A shareholder vote on the cash offer is due: no date has been announced.

In his latest and likely final pitch before the vote – in an open letter to shareholders published last week – Dr Milner described the $24 valuation as “the wrong price at the wrong time”.

In the letter, Dr Milner says the “derisory” offer “highlights the gulf that has developed between the board and shareholders” and restates his goal of “reshaping the company's board, including the removal of the current CEO, CFO, and chairman” plus, he notes: “I have created a shadow board for Abcam.”

Dr Milner believes that Abcam opting to put the company up for sale is a ‘tactic’ to derail his bid. Moving on, the next step, says Dr Milner, is “to vote against the upcoming deal and consider my alternative plan for value creation at a forthcoming EGM”.

Abcam has yet to publish a scheme circular, which sets out the proposals for the scheme, and includes the recommendation of the scheme to the shareholders by the board of directors, plus notice of the general meeting. Abcam believes the Dr Milner strategy “appears to be an attempt to create confusion for shareholders ahead of voting on the transaction”: the company refers to its ‘fiduciary responsibility’ to adhere to the corporate process.

But Dr Milner has hit back, writing: “The executive directors have argued that I should have waited for the shareholder circular... I believe a detailed explanation of the negotiation process misses the point and will only serve to incur more costs and waste more time.”

Danaher has said it is “committed to Abcam’s current geographic presence, with headquarters in the UK”, and noted that: “We look forward to welcoming Abcam’s outstanding scientific and technical talent to Danaher as we continue to help our customers bring life-changing medical advances to patients faster.”