Receive free Abcam PLC updates
We’ll send you a myFT Daily Digest email rounding up the latest Abcam PLC news every morning.
Abcam has defended the handling of its proposed $5.7bn takeover by Danaher, insisting that the UK life sciences company rejected inadequate bids and pushed the US group to increase its offer.
Alan Hirzel, chief executive of the Cambridge-based company, dismissed accusations by its co-founder Jonathan Milner, who plans to vote against the deal and wants to unseat the board and take over as CEO.
“This has been a robust process, a competitive process right to the end and the board has recommended the highest offer,” Hirzel told the Financial Times.
Milner, who had a 6.1 per cent stake in the company last month, has argued that the offer materially undervalues Abcam, saying Danaher’s forecasts for Abcam’s performance were substantially lower than its own guidance. He accused the board of not giving other buyers enough consideration.
But in a shareholder circular due to be published on Thursday, Abcam’s board said the $24-a-share offer was the “highest and best price” it had received after engaging with 30 potential counterparties, including 21 companies and 12 financial sponsors. It said the nearest competing offer had been $22.50, and that Danaher had raised its offer twice from an initial bid of $20.50.
Hirzel told the FT he had led a transformation of the company that had increased the share price more than fivefold since he took over in 2014. He said Danaher had not only offered the highest bid but would also allow Abcam to continue operating independently, while collaborating in areas such as diagnostics and bioprocessing.
He added that Danaher and the other bidders had all based their valuations on the company’s published forecasts, not lower estimates as Milner had suggested.
Abcam, which creates products for scientists to use in research such as custom antibodies, was founded in 1998 as a spinout from the University of Cambridge. Milner was chief executive until 2014, when he was replaced by Hirzel, and remained on the board until 2020. He argues that Abcam has been mismanaged since his departure and launched a campaign in May to overhaul the board.
The company said the $24-a-share offer was at a 39 per cent premium to the undisturbed share price on May 16, before Milner announced his intention to call an extraordinary general meeting, and a 48 per cent premium to the volume-weighted average price of $16.21 for the 30 trading days before May 16.
Milner has also questioned whether Abcam management prioritised its own bonuses over the best deal for shareholders. But the company said management pay had not changed because of the deal. It said the discussions between Abcam and Danaher about existing management incentive schemes had been negotiated after the offer price and other terms had been agreed.
Abcam last year dropped its Aim listing in favour of a sole listing on Nasdaq. But Milner believes it could also benefit from a UK listing and told the FT last month that he thought Abcam’s UK headquarters and jobs were in danger.
The company said on Thursday that Danaher was committed to Abcam’s current geographic presence, including its UK headquarters.
Read the full article here