With so much value creation potential ahead why is the Board rapidly pushing this transaction through now? Now more than ever, $24 is the wrong price at the wrong time and represents a significant transfer of value from Abcam’s shareholders to Danaher’s shareholders.
I will be issuing a more extensive presentation in the coming days which will cover the reasons to vote against the $24 per share bid from Danaher. This will be made available on www.abcamfocus.com
The Scheme Circular contains fairness opinions from Abcam’s financial advisers. I have concerns that too selective of an approach has been adopted for certain of their analyses. As recently as 20 June 2023 (see slide 17 of this document), Abcam helpfully identified the peer group of public companies which it considered to have the scale and financial profile closest aligned to it. However, it appears that Abcam’s financial advisers have missed the mark by minimizing (or leaving out) six out of the eight peer companies which Abcam itself has considered to be most comparable. Particularly notable is that the trading multiples for premium-rated companies like Repligen Corporation, Maravai Lifesciences and Illumina (all recently identified by Abcam as some of their closest aligned peers) did not contribute to the comparable company analysis thereby depressing the multiples and the implied value per share detailed.
Since September 2014 (when I stepped down as CEO to become Deputy Chairman) to 16 May 2023 (being the date of the last undisturbed share price prior to me stating my intention to call an EGM), the long term average EV/NTM EBITDA valuation multiple for Abcam was 22.1x NTM EBITDA (which excludes the impact of the pandemic from March 2020 to January 2022). The implied multiple for the $24 per share Danaher bid is 21.4x FY24 EBITDA (fully diluted basis, as derived from p95 of the Scheme Circular). I believe at a price of $24 per share, Abcam is essentially being sold without any premium for control.
Given my continued dedication to the international life sciences industry, a deep understanding of Abcam’s growth drivers and as an author of the five-year plan, I believe I can help the brilliant people at Abcam continue to deliver outstanding financial performance into the future and take advantage of the opportunities stemming from the rapid change occurring in the biopharma industry. Abcam is an outstanding UK asset that should not be sold off to Danaher too cheaply. I reassure shareholders, employees and customers that I in no way wish to cause unnecessary disruption at a time that has been unsettling for everybody. I have always been open to engaging with the Board on a constructive, but unhindered, basis to realise the true value of Abcam for my fellow shareholders.
However, I want to be clear: I am 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.
In summary, shareholders are not seeing the full value of the investment that Abcam undertook to drive improved performance over the longer term. Whilst Danaher may have been the highest bidder today, the timing of the strategic review was ill-advised and has therefore resulted in a sub-optimal offer.
Disappointingly, management’s poor corporate governance track record continues with its decision to set the record date two full trading days before publication of the Scheme Circular.
I URGE ALL SHAREHOLDERS TO VOTE AGAINST THIS PROPOSED TRANSACTION AND SEND A CLEAR MESSAGE TO THE BOARD THAT THEY ARE DISSATISFIED WITH THE PROPOSED ACQUISITION. YOU CAN CONTINUE TO VOTE AGAINST USING THE VALID WHITE PROXY CARD OR THE BLUE FORM OF PROXY / BLUE ADS VOTING INSTRUCTION.
Yours sincerely,
Jonathan Milner”
Jonathan Milner https://abcamfocus.com/ Investor contact Alliance Advisors (Europe)T: +44 7733 265 198 / E: focusabcam@allianceadvisors.com Michael Roper Alliance Advisors (US)T: +1 917 414 4766Thomas Ball Peel Hunt LLPT: +44 (0) 20 7418 8900Christopher Golden / James SteelSohail Akbar / Jock Maxwell Macdonald International PR advisers ICR Consilium (Europe) T: +44 (0)20
3709 5700 / E: focusabcam@consilium-comms.com Mary-Jane Elliott / Matthew Neal / Davide Salvi ICR (US) T: +1 646 677 1811 / E: FocusAbcam@icrinc.comDan McDermott
IMPORTANT ADDITIONAL INFORMATION
THIS DOCUMENT HAS BEEN ISSUED BY DR. JONATHAN MILNER ("DR. MILNER").
DR. MILNER IS PUBLISHING A PROXY STATEMENT AND ACCOMPANYING [WHITE] PROXY CARD TO BE USED TO SOLICIT VOTES AGAINST THE PROPOSED ACQUISITION OF ABCAM PLC (THE "COMPANY") BY DANAHER CORPORATION OR ONE OF ITS AFFILIATES AT $24 PER SHARE AT A MEETING OF THE SHAREHOLDERS CONVENED PURSUANT TO THE COMPANIES ACT 2006 (THE “COURT MEETING”).
DR. MILNER STRONGLY ADVISES ALL SHAREHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE MADE AVAILABLE AT NO CHARGE ONLINE ON THE WEBSITE OF THE U.S. SECURITIES AND EXCHANGE COMMISSION AT WWW.SEC.GOV AND ON A WEBSITE HOSTED BY DR. MILNER TO PROVIDE INFORMATION TO SHAREHOLDERS ABOUT THE COURT MEETING AT WWW.ABCAMFOCUS.COM. HOLDERS OF COMPANY SECURITIES ALSO SHOULD RECEIVE COPIES OF THE PROXY STATEMENT AND PROXY CARD BY
MAIL, AND COPIES WILL BE PROVIDED AT NO CHARGE UPON REQUEST MADE TO DR. MILNER’S PROXY SOLICITOR, ALLIANCE ADVISORS, , BY EMAIL TO FOCUSABCAM@ALLIANCEADVISORS.COM OR BY PHONE TO 877-777-8211 FROM NORTH AMERICA OR TO 0800-102- 6998 FROM ELSEWHERE.
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DR. MILNER HAS INVESTMENTS IN THE COMPANY WHICH ARE DISCLOSED IN THE PROXY STATEMENT AND OTHER PROXY MATERIALS, AND CONSEQUENTLY HAS A FINANCIAL INTEREST IN THE PROFITABILITY OF HIS POSITIONS IN THE COMPANY. ACCORDINGLY THIS DOCUMENT SHOULD NOT BE REGARDED AS IMPARTIAL. NOTHING IN THIS DOCUMENT SHOULD BE TAKEN AS ANY INDICATION OF DR. MILNER 'S CURRENT OR FUTURE TRADING OR VOTING INTENTIONS AND/OR ACTIVITIES WHICH MAY CHANGE AT ANY TIME.
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