Jonathan Milner’s final bid to stop Danaher’s Abcam proposition?
Jonathan Milner, who is attempting to regain control of Abcam, has responded to last week’s scheme circular issued by Abcam by urging shareholders to reject Danaher Corp’s acquisition offer.
The entrepreneur and investor, who founded Abcam in 1998 and was CEO until 2014, retains a 6.61 per cent stake. He launched his bid to become executive chairman in May. Abcam responded by inviting offers and, in August, Danaher’s $24-per-share bid was accepted by the board. The scheme circular issued last week announced November 6 as the date for the vote.
In an open letter published on October 10, Dr Milner repeats his assertion that $24 is “the wrong price at the wrong time”. He notes the healthy outlook projected by Abcam’s board – revenue growth of 50 per cent and margins increasing to 50 per cent by 2026 – and asks: “With so much value creation potential ahead why is the board rapidly pushing this transaction through now?”
Dr Milner continues: “It appears to me that the board has recommended a sale at $24 now because they have serious reservations about current management’s ability to bring the five-year investment plan to fruition and continue to drive significant returns for shareholders through Abcam remaining independent.”
He objects to “a significant transfer of value from Abcam’s shareholders to Danaher’s shareholders” but adds: “I am prepared to sell to Danaher or to another bidder at the right price.”
Meanwhile, on October 12, Abcam’s board of directors reaffirmed that they “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 transaction will be approved if “a majority in number of scheme shareholders who vote at the court meeting vote in favour of the scheme” and if “at least 75 per cent in value of the total number of schemes shares voted at the court meeting are voted in favour of the proposed transaction”.
This week, HBK Investments, Abcam’s largest shareholder, said it intends to vote in favour of the proposed deal. A spokesperson said that “the proposed transaction was achieved as a result of a rigorous process undertaken by the board of directors of the Issuer and that a vote failure would create significant risks for the business going forward.”
In addition ISS, the global independent proxy advisor, published an analysis report which recommended that Abcam shareholders vote for the deal.
An ISS report stated: “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.”
The report concluded: “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 [Danaher].”