Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2023

Commission File Number: 001-39633

 

 

Abcam plc

(Translation of registrant’s name into English)

 

 

Discovery Drive

Cambridge Biomedical Campus

Cambridge, CB2 0AX

United Kingdom

(Address of principal executive office)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒    Form 40-F ☐

 

 

 

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INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

On October 23, 2023, Abcam plc (the “Company”) issued a press release (the “Announcement”) announcing that leading independent proxy advisor, Glass Lewis, had recommended that the Company’s shareholders vote in favor of Danaher Corporation’s proposed acquisition of the Company (the “Acquisition”) and sent soliciting materials (the “Materials”) to its shareholders relating to the Acquisition. A copy of the Announcement and the Materials are furnished herewith as Exhibits 99.1, and 99.2, respectively, to this Report of Foreign Private Issuer on Form 6-K.

ADDITIONAL INFORMATION AND WHERE TO FIND IT

This Report of Foreign Private Issuer on Form 6-K is being made in respect of the Acquisition. The Company has mailed or otherwise provided to its shareholders the scheme circular in connection with the Acquisition (the “Scheme Circular”) containing information on the Scheme vote.

This communication is not a substitute for the Scheme Circular or any other document that may be filed or furnished by the Company with the SEC. Investors and security holders are urged to carefully read the entire Scheme Circular (which will include an explanatory statement in respect of the Scheme in accordance with the requirements of the U.K. Companies Act 2006) and other relevant documents as and when they become available because they will contain important information. You may obtain copies of all documents filed with or furnished to the SEC regarding this transaction, free of charge, at the SEC’s website (www.sec.gov).

In addition, investors and shareholders will be able to obtain free copies of the Scheme Circular and other documents filed with or furnished to the SEC by the Company on its Investors website (https://corporate.abcam.com/investors/danaher-abcam) or by writing to the Company, at 152 Grove Street, Building 1100 Waltham, MA 02453, United States of America.

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Announcement dated October 23, 2023
99.2		Materials dated October 23, 2023

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

		ABCAM PLC
Date: October 23, 2023		By:		/s/ Alan Hirzel
				Name:		Alan Hirzel
				Title:		Chief Executive Officer

Exhibit 99.1

Leading Independent Proxy Advisor Glass Lewis Joins ISS in Recommending Shareholders Vote “FOR” Danaher Corporation’s Proposed Acquisition of Abcam

Both Leading Proxy Advisors ISS and Glass Lewis Acknowledge the Thorough Process Undertaken by the Abcam Board in Reaching an Agreement that Provides a Compelling Premium and Certainty of Value to Abcam Shareholders

Cambridge, U.K. / Waltham, MA, October 23, 2023 – Abcam plc (Nasdaq: ABCM) (‘Abcam,’ the ‘Group’ or the ‘Company’), a global leader in the supply of life science research tools, announced that leading independent proxy advisor, Glass Lewis, recommended that Abcam shareholders vote “FOR” Danaher Corporation’s (“Danaher” or “DHR”) proposed acquisition of Abcam (the “Transaction”) ahead of its shareholder meetings on November 6, 2023.

Alan Hirzel, Chief Executive Officer of Abcam, said: “Following the publication of Glass Lewis’s recommendation on October 21, we’re pleased that both of the world’s leading proxy advisors support our board’s unanimous recommendation that shareholders vote ‘FOR’ the proposed sale to Danaher. We are confident this transaction is in the best interests of Abcam and its shareholders, and will deliver an excellent outcome for Abcam’s employees and customers. We strongly urge all Abcam shareholders to follow the recommendation of our board, ISS and Glass Lewis and vote for this transaction.”

In making the recommendations, Glass Lewis stated in their October 21 report:

 

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“[W]e believe the premium valuation and certainty of value provided by the Scheme Consideration should represent a fairly compelling proposition to most of the Company’s shareholders. Based on these factors, and absent a superior competing offer, we believe the Scheme warrants shareholder support at this time. Accordingly, we recommend that shareholders vote FOR each of the proposals to be presented at the court meeting and the general meeting.”

 

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“In our view, the Company undertook a reasonably thorough and competitive sale process prior to agreeing to a deal with Danaher and executing the Transaction Agreement.”

 

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“We also note that since the announcement of the Transaction Agreement, the Company’s share price has consistently traded moderately below the value of the Scheme Consideration. This suggests to us that most investors generally believe the proposed merger represents the highest value reasonably available to the Company’s shareholders at this time.”

 

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“Further, based on our own comparable companies analysis, we believe the Scheme Consideration implies a favorable forward EBITDA multiple relative to the Company’s industry peers, particularly considering the Company’s relative trading valuations over recent unaffected periods. … We also note that since the unaffected date, the TSRs of each of the Company’s industry peers has declined, and the forward EBITDA multiples of the peers have generally contracted.”

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The recommendation from Glass Lewis follows a similar and supportive conclusion by ISS who noted in their October 16 report:

 

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“In light of the thorough sales process, the premium and certainty of value inherent in the [Danaher] all-cash offer, and the reasonable valuation, 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. As such, support for the proposed transaction is warranted.”

The Board of Directors and management of Abcam recommend shareholders vote “FOR” Danaher’s proposed acquisition of Abcam.

Other materials related to the upcoming Abcam shareholder vote, including Abcam’s investor presentation are available at https://corporate.abcam.com/investors/danaher-abcam/.

How to vote and meeting details

Notices of the Court Meeting and the General Meeting convened in connection with the Transaction are set out in the scheme circular published by Abcam on October 5, 2023 (the “Scheme Circular”), a copy of which is available at https://corporate.abcam.com/investors/danaher-abcam. The Court Meeting will start at 2.00 p.m. (U.K. Time) and the General Meeting will start at 2.15 p.m. (U.K. Time) (or as soon thereafter as the Court Meeting has been concluded or adjourned) on November 6, 2023.

Abcam Shareholders

Abcam shareholders are urged to complete and return the BLUE and YELLOW Forms of Proxy distributed with the Scheme Circular, or to submit proxy appointments electronically by logging on to www.sharevote.co.uk or by CREST, so as to be received by the Company’s registrars, Equiniti Limited, no later than 2.00 p.m. (U.K. Time) on November 2, 2023 (in the case of the BLUE Form of Proxy for the Court Meeting) or 2.15 p.m. (U.K. Time) on November 2, 2023 (in the case of the YELLOW Form of Proxy for the General Meeting).

Abcam shareholders who have any questions or require any assistance in submitting their proxy appointment, should contact the Company’s registrars, Equiniti, by calling [phone]. Lines are open 8.30 a.m. to 5.30 p.m. (U.K. Time), Monday to Friday, excluding public holidays in England and Wales.

Abcam ADS holders

Holders of Abcam American depositary share(s) (‘ADS(s)’), who are not entitled to attend or vote directly at the Court Meeting or General Meeting, are urged to complete and return the BLUE ADS Voting Instruction Cards distributed by Citibank, N.A., as Depositary, in accordance with the instructions printed on them so as to be received by no later than 10.00 a.m. (U.S. Eastern Time) on October 31, 2023. Those who hold their Abcam ADSs indirectly through a broker, bank or other nominee, should follow the instructions provided by such nominee in order to submit their voting instructions in respect of the BLUE ADS voting instruction card as soon as possible.

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Abcam ADS Holders who have any questions or require any assistance in submitting their voting instructions, should contact the Company’s proxy solicitor, Morrow Sodali, by calling [phone] (toll-free in North America) or [phone] or by emailing [e-mail].

Abcam shareholders are advised to ONLY use the BLUE Form of Proxy approved by the High Court of Justice of England and Wales and issued by the Company for the Court Meeting and the YELLOW Form of Proxy issued by the Company for the General Meeting, or one of the other methods stated in the Shareholder Circular, to submit their proxy appointments in respect of the Court Meeting and General Meeting so as to ensure that their votes are counted.

Abcam ADS Holders are advised to ONLY use the form of BLUE ADS Voting Instruction Card prepared by the Depositary and approved by the Company in connection with the Court Meeting and General Meeting (whether by completing the form themselves or by following the instructions provided by their broker, bank or other nominee or intermediary in connection therewith) so as to ensure that their voting instructions are counted.

PROXY APPOINTMENTS OR VOTING INSTRUCTIONS SUBMITTED BY ANY OTHER MEANS MAY NOT BE ACCEPTED.

About Abcam plc

As an innovator in reagents and tools, Abcam’s purpose is to serve life science researchers globally to achieve their mission faster. Providing the research and clinical communities with tools and scientific support, the Company offers highly validated antibodies, assays and other research tools to address important targets in critical biological pathways.

Already a pioneer in data sharing and ecommerce in the life sciences, Abcam’s ambition is to be the most influential company in life sciences by helping advance global understanding of biology and causes of disease, which, in turn, will drive new treatments and improved health.

Abcam’s worldwide customer base of approximately 750,000 life science researchers uses Abcam’s antibodies, reagents, biomarkers and assays. By actively listening to and collaborating with these researchers, the Company continuously advances its portfolio to address their needs. A transparent program of customer reviews and datasheets, combined with industry-leading validation initiatives, gives researchers increased confidence in their results.

Founded in 1998 and headquartered in Cambridge, U.K., the Company has served customers in more than 130 countries. Abcam’s American Depositary Shares (ADSs) trade on the Nasdaq Global Select Market (Nasdaq: ABCM).

For more information, please visit www.abcam.com or www.abcamplc.com.

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Important Notices

U.K. Takeover Code does not apply

Abcam is not a company subject to regulation under the City Code on Takeovers and Mergers (the ‘U.K. Takeover Code’), therefore no dealing disclosures are required to be made under Rule 8 of the U.K. Takeover Code by shareholders of Abcam or Danaher.

Forward-Looking Statements

This announcement contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the following words: “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “seek,” “believe,” “estimate,” “predict,” “potential,” “continue,” “contemplate,” “possible” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. They are not historical facts, nor are they guarantees of future performance. Any express or implied statements contained in this announcement that are not statements of historical fact may be deemed to be forward-looking statements, including, without limitation, statements regarding the implementation and benefits of the proposed sale to Danaher. These forward-looking statements are neither promises nor guarantees, but involve known and unknown risks and uncertainties that could cause actual results to differ materially from those projected, including, without limitation: Danaher’s and Abcam’s ability to complete the Transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to securing the necessary regulatory approvals and Abcam shareholder approval, the sanction of the High Court of Justice of England and Wales and satisfaction of other closing conditions to consummate the Transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the definitive transaction agreement relating to the Transaction; risks related to diverting the attention of Danaher’s and Abcam’s management from ongoing business operations; failure to realize the expected benefits of the Transaction; significant Transaction costs and/or unknown or inestimable liabilities; the risk of shareholder litigation in connection with the Transaction, including resulting expense or delay; the risk that Abcam’s business will not be integrated successfully or that such integration may be more difficult, time-consuming or costly than expected; Danaher’s ability to fund the cash consideration for the Transaction; risks related to future opportunities and plans for the combined company, including the uncertainty of expected future regulatory filings, financial performance and results of the combined company following completion of the acquisition; disruption from the Transaction, making it more difficult to conduct business as usual or maintain relationships with customers, employees or suppliers; effects relating to the announcement of the Transaction or any further announcements or the consummation of the acquisition on the market price of Abcam’s American depositary shares; regulatory initiatives and changes in tax laws; market volatility; and other risks and uncertainties affecting Danaher and Abcam, including those described from time to time under the caption “Risk Factors” and elsewhere in Abcam’s Annual Report on Form 20-F for the year ended December 31, 2022 and in any subsequent reports on Form 6-K, each of which is on file with or furnished to the U.S. Securities and Exchange Commission (“SEC”) and available at the SEC’s website at www.sec.gov. Moreover, other risks and uncertainties of which Abcam are not currently aware may also affect each of the companies’ forward-looking statements and may cause actual results and the timing of events to differ materially from those anticipated. Investors are cautioned that forward-looking statements are not guarantees of future performance. SEC filings for the Company are available in the Investor Relations section of the Company’s website at https://corporate.abcam.com/investors/. The information contained on, or that can be accessed through, the Company’s website is not a part of, and shall not be incorporated by reference into, this announcement.

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The forward-looking statements made in this announcement are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events as at such dates, even if they are subsequently made available by Abcam on its website or otherwise. Abcam does not undertake any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made other than to the extent required by applicable law.

Important Additional Information and Where to Find It

Abcam has furnished the same to the SEC under cover of a Report of Foreign Private Issuer on Form 6-K and mailed or otherwise provided to its shareholders the Scheme Circular containing information on the Scheme vote regarding the Transaction. This announcement is not a substitute for the Scheme Circular or any other document that may be filed or furnished by Abcam with the SEC. Investors and security holders are urged to carefully read the entire Scheme Circular (which includes an explanatory statement in respect of the Scheme in accordance with the requirements of the U.K. Companies Act 2006) and other relevant documents as and when they become available because they will contain important information. You may obtain copies of all documents filed with or furnished to the SEC regarding the Transaction, free of charge, at the SEC’s website (www.sec.gov).

Investors and shareholders will be able to obtain free copies of the Scheme Circular and other documents filed with or furnished to the SEC by the Company on its Investors website (https://corporate.abcam.com/investors/danaher-abcam) or by writing to the Company, at 152 Grove Street, Building 1100 Waltham, MA 02453, United States of America.

Neither this announcement nor any copy of it may be taken or transmitted directly or indirectly into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction. Any failure to comply with this restriction may constitute a violation of such laws or regulations. Persons in possession of this announcement or other information referred to herein should inform themselves about, and observe, any restrictions in such laws or regulations.

This announcement has been prepared for the purpose of complying with the applicable law and regulation of the United Kingdom and the United States and information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws and regulations of jurisdictions outside the United Kingdom or the United States.

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No Offer or Solicitation

This announcement is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

The Transaction will be implemented solely pursuant to the Scheme, subject to the terms and conditions of the definitive transaction agreement, which contains the terms and conditions of the Transaction.

Morgan Stanley & Co. International plc (“Morgan Stanley”) which is authorised by the Prudential Regulation Authority and regulated in the U.K. by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively as financial adviser to Abcam and no one else in connection with the Transaction and Morgan Stanley, its affiliates and its respective officers, employees, agents, representatives and/or associates will not regard any other person as their client, nor will they be responsible to anyone other than Abcam for providing the protections afforded to clients of Morgan Stanley nor for providing advice in connection with the Transaction or any matter or arrangement referred to herein.

Lazard & Co., Limited , which is authorised and regulated in the U.K. by the Financial Conduct Authority, and Lazard Freres & Co. LLC (together, “Lazard”) are acting exclusively as financial adviser to Abcam and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Abcam for providing any protections afforded to clients of Lazard nor for providing advice in relation to the matters set out in this announcement. Neither Lazard nor any of its affiliates (nor their respective directors, officers, employees or agents) owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Lazard in connection with this announcement, any statement contained herein or otherwise.

Abcam plc

Tommy Thomas, CPA

Vice President, Investor Relations

[phone]

152 Grove Street, Building 1100

Waltham, MA 02453

Media enquiries

FTI Consulting

[phone]

[e-mail]

 

Exhibit 99.2

 

The Abcam / Danaher Transaction: BE HEARD BY VOTING FOR THE TRANSACTION TODAY TO HELP ENSURE A POSITIVE OUTCOME FOR ALL ABCAM SHAREHOLDERS THAT WOULD DELIVER $24 PER SHARE AT CLOSING Vote FOR a transaction that would safeguard your investment against future risk More information on the transaction, Complete the BLUE and YELLOW including details of how to vote and Forms of Proxy distributed with a copy of the Scheme Circular, can be the Scheme Circular if you are an found here: https://corporate.abcam. Abcam Shareholder. com/investors/danaher-abcam. Both leading independent proxy advisors, ISS and Glass Lewis, recommend shareholders vote FOR this transaction Over 30 potential counterparties engaged: This 39% premium to Abcam’s undisturbed share price on May 16, 2023, prior to activist agitation. the Abcam Board’s rigorous and thorough strategic review process. Committed to the U.K.: Danaher is committed to expanding its existing U.K. operations, maintaining 48% premium to Abcam’s volume Weighted Average Abcam’s Cambridge presence, and supporting Price of $16.21 for the 30-day period to May 16, 2023. Abcam’s growth. If you have any questions, or need assistance in voting, please contact Abcam’s proxy solicitor Morrow Sodali LLC at [phone] (toll-free in N. America) or at + 1 [phone] or by email at [e-mail] or the Company’s registrars, Equiniti, by calling [phone]. Lines are open 8.30 a.m. to 5.30 p.m. (U.K. Time), Monday to Friday, excluding public holidays in England and Wales.

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