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 ☐
INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K
On October 12, 2023, Abcam plc (the “Company”) issued a press release (the “Announcement”) announcing the publication
of an investor presentation (the “Investor Presentation”) and the publication and mailing of a letter from the Independent Directors of the Company urging shareholders to vote in support of the Company’s agreement to be
acquired for $24.00 per share by Danaher Corporation. A copy of the Announcement and Investor Presentation are furnished herewith as Exhibits 99.1, and 99.2, respectively, to this Report of Foreign Private Issuer on Form 6-K.
EXHIBIT INDEX
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.
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ABCAM PLC |
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| Date: October 12, 2023 |
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By: |
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/s/ Alan Hirzel |
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Name: |
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Alan Hirzel |
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Title: |
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Chief Executive Officer |
Exhibit 99.1
Independent Directors of Abcam highlight compelling reasons for
shareholders to support proposed sale to Danaher
Cambridge, U.K. / Waltham, MA, October 12, 2023 – Abcam plc (Nasdaq: ABCM) (‘Abcam,’ the ‘Group’ or the
‘Company’), a global leader in the supply of life science research tools, today filed an investor presentation with the U.S. Securities and Exchange Commission (available online at
https://corporate.abcam.com/investors/danaher-abcam), underscoring why the proposed sale of Abcam to Danaher Corporation (NYSE: DHR) (‘Danaher’)
for $24.00 per share in cash is compelling and deserves shareholder support.
The Independent Directors also mailed a letter to shareholders underscoring the
reasons for its conviction, the full text of which follows:
Dear Shareholders,
As owners of Abcam plc (‘Abcam,’ the ‘Company,’ ‘Group,’ ‘we,’ ‘our,’ or ‘us’), you are being asked to vote
in support of Abcam’s agreement to be acquired for $24.00 per share by Danaher Corporation (NYSE: DHR) (“Danaher”).
We are writing to you today as
the independent non-executive directors of Abcam’s board of directors to affirm that this agreement was the result of a rigorous, fair and competitive sale process. We 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 $24.00 offer price maximizes value in cash, provides a high level of certainty of return for your investment and delivers an excellent
outcome for Abcam’s employees and customers.
We are asking you to support this Transaction by completing either your BLUE ADS Voting Instruction Card (if you
are an Abcam ADS holder) or your BLUE and YELLOW Forms of Proxy (if you are an Abcam shareholder) distributed with the Scheme Circular. It is important that you do so as soon as possible. Your vote is important to help secure the future of Abcam and
provide significant value for your shareholding.
Each of us joined this Board with no prior affiliation to the management team, and we operate with a singular
focus on what is in the best interest of you, the shareholders. Each of us brings significant experience in the healthcare sector and in M&A. All of us proudly stand behind the careful analysis, thoughtful debate and rigorous process conducted
by the Board and management at Abcam and our advisors over the past few months. At every step we have been completely transparent with all stakeholders on what we believe is in the best interests of the Company and its shareholders.
As a Board, we have always acted in accordance with our fiduciary duties and are acutely aware that our responsibility as Board members is to act in the best interests
of the Company and all
its shareholders. This rigorous sale process was conducted in line with good governance principles and strict procedures, and we provided robust oversight of the sale process, supported by a
dedicated sub-committee with significant M&A and industry experience.
Now, the future of Abcam and your investment lies
with you. It is important that you cast your vote soon to make sure your voice is heard to help this excellent deal for Abcam become a reality.
As you review this
Transaction, we ask you to consider the following key questions, to help you understand how we’ve arrived at our decision.
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Why did the Board commence a review of strategic alternatives? |
As a public company, the independent directors are always keenly aware of their responsibilities to evaluate offers to acquire the Company and analyze
what is in the best interests of the Company and all its shareholders.
The highly public nature and perceived uncertainty stemming from Jonathan
Milner’s activist campaign resulted in an increase in inbound inquiries from potential counterparties. The first of these inquiries took place in April, when a major multinational life sciences company expressed an initial interest in a
potential transaction. Not long after, the Board decided to disclose the receipt of this strategic interest to best understand how shareholders might view a potential transaction. After consulting with and listening to shareholders, the Board
decided to pursue a strategic review and evaluate the value it could receive from a potential transaction.
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Is this the best price? |
Danaher’s $24.00 per share cash offer was the highest and best price received at any point in the process. In fact, the next highest bidder
submitted a final offer of $22.50 per share. Our negotiations with Danaher resulted in Danaher submitting three offers to the Company, starting at $20.50.
The sale process was competitive through to the final bids, and the rigor of the process underpins our confidence in the value of the offer. We engaged
with over 30 potential counterparties, including 21 corporates and 12 financial sponsors from the U.S., Europe, and Asia, before entering into a definitive agreement with Danaher. We received multiple bids to acquire Abcam, rejected bids we deemed
inadequate, and structured a process to induce bidders to submit competitive offers that valued the Company at a meaningful premium in order to remain in the process. All interested parties were given full and fair consideration, and no parties were
excluded from the process based on anti-trust concerns.
The $24.00 per share price represents a 48% premium to the Volume Weighted Average Price of $16.21 for
the 30 trading-day period ended May 16, 2023, prior to the press release by Jonathan Milner on May 17, 2023 stating his intention to call an extraordinary general meeting of Abcam. Prior to the
speculation of a transaction, Abcam’s shares never traded at or above $24.00. It is our strong belief that shareholders are being presented a significant and fair premium.
The $24.00 per share price also represents a transaction multiple in excess of ~32x LTM EBITDA1,2 – a significant premium to comparable transactions – demonstrating external validation of Abcam’s successful transformation.
Danaher’s final offer price exceeds Lazard’s fairness opinion Discounted Cash Flow (“DCF”) Analysis Range of $18.55 to $23.90 per share and falls near the midpoint of Morgan Stanley’s fairness opinion DCF Analysis Range of
$19.15 to $30.00 per share.
Both financial advisors’ analyses were based on the Abcam management team’s forecasts, which included
ambitious revenue growth and margin improvement targets. In other words, in connection with the board’s evaluation of the potential transaction with Danaher, a range of potential outcomes for the business have been accounted for fairly and
completely.
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What certainty does this offer shareholders, and what is the alternative? |
While Abcam’s growth has been robust, it is not immune to external headwinds. Companies operating in the life sciences tools sector –
including Abcam – have been hit by rising cost of capital since early 2022, while macroeconomic headwinds experienced by the broader life sciences sector impose increasing pressures. Geopolitical tensions in China, a large and important market
for Abcam, coupled with a constrained biotech capital markets environment and uncertainty surrounding U.S. government funding, are all contributing to dampened valuations across the sector and an unpredictable near-term outlook. As we evaluated this
offer, we were cognizant of the risks of achieving the management team’s ambitious projections for the business, particularly in light of these challenging dynamics. Without the Transaction, there is no reason to believe Abcam’s share
price would not reflect the same pressures our peers face.
Adding an additional layer of uncertainty is Jonathan Milner. He has made it clear his
intent is to seek to gain operational control of Abcam by installing himself as CEO, recruiting his own Chairman and putting in place a “shadow board” to oversee the Company. He has yet to provide any details as to the identity or
experience of the “shadow board” or how he intends to deliver greater value than what is currently offered through this transaction. Twice in the last five months he has posited that he will replace directors of Abcam’s board, without
ever providing details of who the replacement
1 Aggregate Value / Adjusted LTM EBITDA multiple as of Last Twelve Months “LTM” as of 30 September
2023.
2 Adj. EBITDA excluding share-based compensation calculated under IFRS.
directors would be. Shareholders should be concerned, just as we are, that Jonathan Milner has indicated he wishes to install himself as CEO and replace the board with directors proposed by him
based on unknown criteria.
Jonathan Milner is asserting that he is best positioned to lead Abcam as a standalone company, despite having not been
operationally involved in the Company for nearly a decade while the business has materially transformed. Additionally, he has failed to acknowledge the substantial sector trends and macroeconomic headwinds that pose meaningful risks to Abcam’s
prospects for robust organic growth as a standalone business as he has no experience running a large multi-national business. This disregard for the Company’s long-term success is misguided and represents a significant downside risk to
rejecting this deal. This is an unpredictable path filled with risks and distraction, none of which are good for shareholder value creation.
Ultimately, if this Transaction were not approved by shareholders, it is uncertain what path Abcam would be on next. In the near-term, Abcam’s
share price would most likely decline significantly as the premium of a transaction disappears. The subsequent share price would then be subject to an uncertain global market with increasing geopolitical tensions, as well as a protracted period of
potential instability and uncertainty as Abcam is forced to navigate Jonathan Milner’s demands.
Not only does this Transaction present
shareholders with a highly compelling premium, the all-cash consideration of the Transaction delivers a high level of certainty of value at a critical time.
We need your support to secure a positive outcome for all Abcam shareholders. It is critical that you take action now and VOTE FOR the Transaction to help to ensure
you and your fellow shareholders receive significant value for your shareholding, while doing what is best for Abcam and ensuring it can continue to operate as a leader in the life sciences sector.
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| Sincerely Yours, |
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| Peter Allen, BA (Hons) ACA |
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Bessie Lee, MS, BA |
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| Giles Kerr, BSc ACA |
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Sally W. Crawford |
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| Mara Aspinall, MBA |
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Luba Greenwood |
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| Mark Capone, MSc |
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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
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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). |
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Abcam shareholders who have any questions or require any assistance in submitting their proxy appointment, should contact
the Company’s registrars, Equiniti, by calling +44 (0) 371 384 2050. 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
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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 (800) 662-5200 (toll-free in North America) or +1 (203) 658-9400 or by emailing ABCM@info.morrowsodali.com. |
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.
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 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 is not currently aware may also affect these 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 Form 6-K.
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.
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
+1 617-577-4205
152 Grove Street, Building 1100
Waltham, MA 02453
Media enquiries
FTI Consulting
+44 (0)20-3727-1000
Recommended Acquisition of Abcam by
Danaher October 2023 Exhibit 99.2
Forward-looking statements This
document 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 document that are not statements of historical fact may be deemed to be forward-looking statements, including,
without limitation, statements regarding Danaher Corporation (“Danaher”)’s and Abcam plc (“Abcam”)’s ability to complete the acquisition of Abcam by Danaher (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 forward-looking statements made in this
document 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 to the SEC under cover of a Report of Foreign Private Issuer
on Form 6-K and mailed or otherwise provided to its shareholders a circular containing information on the Scheme vote regarding the Transaction (the ‘Scheme Circular’). This document 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 will include an explanatory statement in respect of the Scheme in accordance with the
requirements of the UK 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/) or by writing to the Company, at 152 Grove Street, Building 1100 Waltham, MA 02453, United States of America. Neither this document 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 document or other information referred to herein should inform themselves about, and observe, any restrictions in such laws or regulations. This document 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 document had been prepared in accordance with the laws and regulations of
jurisdictions outside the United Kingdom or the United States. No Offer or Solicitation This document 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. Non-IFRS Measures This document contains certain financial measures that are not
presented in accordance with the International Financial Reporting Standards (“IFRS”), including, but not limited to, adjusted EBITDA. These non-IFRS financial measures are not measures of financial performance in accordance with IFRS
and may exclude items that are significant in understanding and assessing Abcam’s financial results. Therefore, these measures should not be considered in isolation or as an alternative to profit for the year, cash flows from operations or
other measures of profitability, liquidity or performance under IFRS. Abcam’s presentation of these measures may not be comparable to similarly titled measures used by other companies. Third party data Unless otherwise indicated, information
contained in this document concerning our industry, competitive position and the markets in which we operate is based on information from independent industry and research organizations, other third-party sources and management estimates. Management
estimates are derived from publicly available information released by independent industry analysts and other third-party sources, as well as data from our internal research, and are based on assumptions made by us upon reviewing such data, and our
experience in, and knowledge of, such industry and markets, which we believe to be reasonable. In addition, projections, assumptions and estimates of the future performance of the industry in which we operate and our future performance are
necessarily subject to uncertainty and risk due to a variety of factors, including those described above. These and other factors could cause results to differ materially from those expressed in the estimates made by independent parties and by us.
Some information contained herein has been obtained from other third-party sources and has not been independently verified by Abcam. While Abcam believes that its internal assumptions are reasonable, the sources relied on may be based on a small
sample size and may fail to accurately reflect market opportunities. Moreover, no independent source has verified such assumptions, and Abcam did not commission any of the market and industry data presented herein. Industry publications, research,
surveys, studies and forecasts generally state that the information they contain has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed. The trademarks included herein are
the property of the owners thereof and are used for reference purposes only. Such use should not be construed as an endorsement of the products or services of Abcam or the proposed offering. 2
Executive Summary 3 Compelling
Valuation Achieved for Shareholders Danaher’s acquisition of Abcam provides substantial value for shareholders following a robust strategic review process Meaningful premia of 39% to the undisturbed share price (1), 48% to the undisturbed 30
trading day VWAP (2), and 34% to the undisturbed 52-week high closing price (3) Transaction multiple in excess of ~32x LTM EBITDA (4) (5) is a significant premium to comparable transactions, demonstrating external validation of Abcam’s
successful transformation The $24.00 per share offer is in excess of Lazard's fairness opinion Discounted Cash Flow Analysis Range of $18.55 to $23.90 per share and near the center of Morgan Stanley's fairness opinion Discounted Cash Flow Analysis
Range of $19.15 to $30.00 per share (6) – these analyses were conducted based on Management’s forecast and growth expectations Danaher's final offer price is above the high-end of the implied per share value of Abcam's equity in 7 of 8
different valuation analyses conducted by Morgan Stanley and Lazard On closing, the transaction will deliver significant, certain, and immediate shareholder value through cash consideration, while yielding an excellent outcome for employees and
customers The Board took into consideration the risks of achieving management’s projections, especially in light of the challenging macro economic conditions and the headwinds facing the Life Science Tools industry, which makes the certainty
of the cash consideration, plus the materiality of the premium, even more compelling Jonathan Milner’s prejudged opinion and actions threaten a compelling deal, could present prolonged uncertainty for Abcam, and will likely destroy shareholder
value Jonathan Milner has provided no consistent reason for his objections about the transaction and no data that supports his conclusions, nor did he wait to review information in the circular, which reveals substantial details on how the market
currently values Abcam He has never acknowledged the industry or economic headwinds crucial to understanding and operating the business and his oversight may represent material risk to shareholders Jonathan Milner has been seeking effective control
of Abcam since May 2023, when he launched a hastily constructed campaign to become Executive Chairman While an accomplished scientist and small company entrepreneur, Jonathan Milner lacks the required skills and strategic plan to lead a Company with
the scale of Abcam’s current operations; his arguments continue to change as he pivots once he is proven wrong by the facts or seemingly loses traction with shareholders Building on his first campaign, Jonathan Milner’s latest actions
reflect a founder seeking justification to regain control of Abcam without a premium at the expense of Abcam’s shareholders Jonathan Milner previously rejected Abcam’s offer of joining as a Non-Executive Director, highlighting that his
focus is aligned with his own interests and not the interests of shareholders Jonathan Milner is attempting to take control of Abcam as CEO and simultaneously escape oversight via a handpicked “shadow board”, without detailing the new
plan he’s seeking to deploy He has promised to review various items post-appointment, and only then formulate a plan – an alarming sign for shareholders, underscoring how far-removed from Abcam Jonathan Milner has become, after having
not been operationally involved in Abcam for nearly a decade and having never overseen Abcam’s operations at its current scale Jonathan Milner did not submit an offer for the Company (or indicate a willingness to purchase), highlighting his
lack of conviction and determined motive to side-step a fair market process Jonathan Milner’s Campaign is Unnecessary, Prejudged, and Not in the Best Interest of Shareholders Optimal Outcome for all Abcam Stakeholders Danaher has affirmed its
commitment to the U.K. and maintaining Abcam’s current geographic presence and Cambridge, U.K. headquarters Danaher already has a significant presence in the U.K., with 5,500 associates currently employed in the country Danaher’s
commitment to expanding its U.K. operations and maintaining Abcam’s Cambridge presence ensures an optimal outcome for employees and other U.K. stakeholders Throughout the process, Danaher’s commitment to the transaction showed a sincere
interest in Abcam’s employees, customers, and the scientific community After the acquisition, Abcam will continue as a standalone operating company and brand within Danaher’s Life Sciences segment Thorough and Competitive Process
Overseen by a Board with Extensive Transactional, Financial and Industry Expertise Transaction is the result of a strong, competitive, and fair sales process with multiple competing bidders Exhaustive 10-week process, including engagement with over
30 potential counterparties, including 21 corporates and 12 sponsors across the U.S., Europe, and Asia All interested parties were given full and fair consideration and equal information at each stage of the process; no parties were excluded based
on anti-trust concerns (only on value grounds) Abcam received multiple bids to acquire the Company, rejected bids it deemed inadequate, and successfully structured a competitive process that induced an offer increase Abcam’s Directors have
remained focused and are unwavering in their commitment to facilitating a productive process that prioritizes shareholders’ best interests Experienced Board with significant M&A and healthcare industry expertise is well-equipped to provide
robust oversight of the transaction Meaningful Board engagement throughout the strategic review, with 5 full Board meetings and 6 dedicated Strategic Review sub-committee meetings during the process Leading analysts are supportive of the transaction
when considering the thoroughness of the strategic review process, as well as the material standalone execution risk Sources: Capital IQ as of 22 September 2023, Company information Notes: Undisturbed closing price of $17.23 as of 16 May 2023, 1 day
before Jonathan Milner announced his intention to call an EGM of Abcam. Volume Weighted Average Price of $16.21 for the 30 trading day period to 16 May 2023. 52-week closing price high of $17.90 before 16 May 2023. Aggregate Value / Adjusted LTM
EBITDA multiple as of Last Twelve Months “LTM” as of 30 September 2023; calculated using the pro-rated 2022A and 2023E Adjusted EBITDA figures disclosed in the publicly filed Scheme Circular. Adj. EBITDA excluding share-based
compensation calculated under IFRS. Range values rounded to the nearest $0.05 per share; see Scheme Circular for additional detail.
June 28: Jonathan Milner withdrew EGM
requisition notice I Transaction Represents 39% Premium to Undisturbed Price 4 $ ($MM unless otherwise stated) Share Price ($) 17.55 LTM Performance 14.3% 52W Low / High ($) 12.48 / 18.07 SP % 52W Low / High ($) 141% / 97% Market Cap. 4,023 Net Debt
/ (Cash) 169 AV 4,189 AV/EBITDA CY2023 CY 2024 AV/EBITDA 22.7x 20.0x Share Price Performance Current Share Price ($) 17.55 LTM Performance 14.3% YTD Performance 12.8% Oct-20TD Performance 0.3% 52W Low / High ($) 12.48 / 18.07 SP % 52W Low / High ($)
141% / 97% Valuation ($MM) FDSO 229.2 Market Cap. 4,023 Net Debt / (Cash) 169 AV 4,189 Multiples: CY2023 CY2024 AV/Revenue 7.9x 6.9x AV/EBITDA 22.7x 20.0x A C D E H J $17.23 Volume (MM) June 23: Abcam announced review of strategic alternatives after
extensive discussions with shareholders H May 23: Abcam announced incremental cost refinement actions expected to result in stable annualized run rate opex E June 16: Abcam announced receiving strategic inquiries from multiple parties G May 17:
Jonathan Milner publicly announced his intention to call an EGM to replace the Chairman of the Board with himself as Executive Chairman D May 01: Co-founder and ex-CEO Jonathan Milner filed a Schedule 13D C March 20: Abcam released FY22 results
– consistent with prev. trading update – and provided 2023-24 guidance with ambitious operating margin (30%) A Undisturbed share price as of May 16 +39% premium to the undisturbed share price (1) +34% premium to the undisturbed 52-week
high closing price (3) I August 28: Announced that Danaher to acquire Abcam for $24.00 per Share J G +48% premium to the undisturbed 30 trading day VWAP (2) $24.00 Danaher’s Offer as of Aug 28 April 13: Abcam released a preliminary trading
update for Q1’23 B June 10: Activist investor Starboard Value reported in the media as taking a 2% stake in Abcam F B F Sources: Capital IQ as of 22 September 2023, Company information Notes: Undisturbed closing price of $17.23 as of 16 May
2023, 1 day before Jonathan Milner announced his intention to call an EGM of Abcam. Volume Weighted Average Price of $16.21 for the 30 trading day period to 16 May 2023. 52-week closing price high on 8 May of $17.90 before 16 May 2023. Following the
launch of the strategic review, Abcam’s share price traded in-line with the value of Danaher’s offer suggesting that the market expected Abcam to achieve an acquisition price near $24.00 per share DHR Offer Price ($24.00) Undisturbed 30
trading day VWAP ($16.21) (2) Stock price speculation caused by entry of Starboard Value and Strategic Inquiries announcement by Company
Notes: 5 Aggregate Value / LTM EBITDA
~32x LTM EBITDA Represents a Meaningful Premium to Recent Life Science Reagent Transactions Notwithstanding the Market Backdrop Transaction Value and LTM EBITDA in $MM Date: Acquiror / Target: Aggregate Value ($MM): Median: 25.1x (3) Sources: Public
Filings, Company Presentations, Capital IQ as of 22 September 2023 Notes: Aggregate Value / Adjusted LTM EBITDA multiple as of Last Twelve Months “LTM” as of 30 September 2023; calculated using the pro-rated 2022A and 2023E Adjusted
EBITDA figures disclosed in the publicly filed Scheme Circular. Adj. EBITDA excluding share-based compensation calculated under IFRS. Overall median excludes Danaher / Abcam transaction. (1)(2) March 2018-to-Date Relevant Comparable Transactions
Cash / Stock: Supported by systematic execution of five-year management plan
Premium Valuation Achieved Despite
Challenging Market And Macro Dynamics, Eliminating Material Standalone Execution and Deal Break Risk 6 While Abcam had outperformed peers, high growth Life Sciences Tools (LST) valuations have been impacted by increasing cost of capital since early
2022, while macro headwinds provide increased uncertainty across the LST sector Sources: FactSet as of 28 September 2023 Notes: Includes LST companies with expected double digit ’23E-’25E revenue CAGR (Bio-Techne, Maravai, Repligen,
Sartorius); Rebased to Abcam closing price as of 3 January 2022; Index weighted by market capitalization. Undisturbed closing price of $17.23 as of 16 May 2023, 1 day before Jonathan Milner announced his intention to call an EGM of Abcam. % Return
High-Growth LST 3 January 2022 to 16 May 2023 (2) (28%) (42%) 16 May 2023 (2) LST Sector Headwinds Share Price Development (1) Potential Standalone Execution and Deal Break Risk Constrained Biotech Capital Markets Environment China Geopolitical
Tensions US Government Funding Uncertainty Significant Potential for Execution Risk as a Standalone Company Makes the Certainty of Danaher’s Offer More Compelling
The Transaction Is the Result of a
Rigorous and Competitive Sale Process Having listened to shareholder feedback, the Board facilitated a robust sale process led by Morgan Stanley and Lazard Public Solicitation The highly public nature of the situation resulted in numerous inbound
inquiries from potential counterparties expressing interest On 1 May 2023, Jonathan Milner notified the SEC in a Schedule 13D filing of his intention to become more actively involved in the affairs of Abcam On 17 May 2023, Bloomberg released a press
story stating that Jonathan Milner was taking steps to call a general meeting of the Company to seek to approve his appointment as Executive Chairman and to remove Peter Allen as Non-Executive Chairman of the Company as well as Michael Baldock, CFO
and Sally Crawford, Director and Chairman of the Remuneration Committee. Abcam received strategic inquiries from multiple parties over several weeks. During this time, members of the Board and management met with most of our large shareholders who
encouraged a strategic review of the Company On 23 June 2023, Abcam announced process to explore strategic alternatives for the Company and retained Morgan Stanley and Lazard as financial advisers and Latham & Watkins as a legal adviser All
interested counterparties were offered a one-hour video conference Q&A session with the CEO, CFO and other representatives of Abcam based on non-confidential information 10 potential buyers opted to hold such video conferences Exhaustive 10-week
sale process involving extensive discussions and negotiations with potential interested counterparties in order to deliver Abcam’s shareholders the best possible price and terms No party that had otherwise expressed interest in acquiring Abcam
was excluded from the process based on anti-trust concerns (only on value grounds) Transaction agreement rigorously negotiated and structured to permit any interested counterparty to pursue a transaction more favorable to Abcam shareholders, with a
relatively low termination fee of £45MM Prior to shareholder approval of the transaction, any third party is permitted to put forward a “superior proposal” and Abcam is permitted to engage in negotiations or discussions with such
third party Outreach to all likely acquirers began 20 June 2023 and included all counterparties that expressed unsolicited interest in Abcam 33 counterparties engaged across United States, Europe and Asia. Counterparties contacted based on relevant
sector expertise and financial capability to accomplish a transaction of this size 21 strategic and 12 sponsor counterparties were contacted The structure of the process validates the assertion that the future value of the standalone Company is not
higher than the $24 all cash offer. The broad outreach and highly public nature of the situation applied upward pressure to offers, ensuring competitive pricing reflective of the future value of the Company 4 first round bids were received, and the
2 highest bids were advanced to the next round of the sale process. At no point in the process did Jonathan Milner make an offer. The advanced counterparties executed an NDA and were granted access to a virtual data room 2 ‘best and
final’ bids received; as a result of the Board’s negotiation with Danaher, Danaher increased their bid twice, resulting in an aggregate increase of $3.50 from $20.50 to $24.00 Exclusive discussions were entered into with the highest and
most competitive offer from a financial and legal perspective Competitive Process Thorough Outreach Rigorous Process Full detail on the background to the transaction and the process which was run is included in the Scheme Circular 7
Reasons for the Board’s
Unanimous Recommendation of the Offer 8 Sources: Capital IQ as of 22 September 2023, Company information Notes: Aggregate Value / Adjusted LTM EBITDA multiple as of Last Twelve Months “LTM” as of 30 September 2023; calculated using the
pro-rated 2022A and 2023E Adjusted EBITDA figures disclosed in the publicly filed Scheme Circular. Undisturbed closing price of $17.23 as of 16 May 2023, 1 day before Jonathan Milner announced his intention to call an EGM of Abcam. Volume Weighted
Average Price of $16.21 for the 30 trading day period to 16 May 2023. 52-week closing price high of $17.90 before 16 May 2023. Abcam’s Board concluded that the transaction is fair and reasonable and likely to promote the success of Abcam for
the benefit of its shareholders, customers, employees and other stakeholders Acquisition Price 1 Certainty of Value 2 No Financing Condition 3 Competitive Process 4 Reputation of Danaher 5 Industry and Economy 6 6 Thoroughness of Strategic Review
Process 7 Likelihood of Completion 8 Attractive Terms 9 Acquisition price implies a multiple in excess of ~32x LTM Adj. EBITDA (1) and represents a significant premium of 39% to the undisturbed share price (2), 48% to the undisturbed 30 trading day
VWAP (3), and 34% to the undisturbed 52-week high closing price (4) Form of consideration payable to Abcam shareholders will be cash, providing Abcam shareholders with a high level of certainty of value and immediate liquidity on closing Danaher has
sufficient cash resources to pay the amounts required to be paid under the transaction agreement No third-party financing required and no financing conditions Rigorous, competitive sale process over 10 weeks engaging with 33 potential buyers
including 21 strategic parties Danaher’s offer price of $24.00 per share was the highest received during that sale process Danaher commands global commercial capabilities as well as extensive experience and resources Intention to retain UK HQ
and operate Abcam as standalone company and brand benefits employees, customers and other stakeholders Attractiveness of immediate liquidity on closing considering current state of the economy and stage of the life sciences industry cycle, financing
markets, uncertainty in pricing and uncertainty surrounding forecasted economic conditions Abcam’s Board considered strategic alternatives to the transaction, including continued standalone operations and potential considerable disruption to
Abcam’s business and operations likely to result from shareholder activism High likelihood of completion given no expected regulatory impediments and no financing conditions, reducing the amount of time in which Abcam’s business would be
subject to potential disruption and uncertainty Attractiveness of agreement including the right of Abcam to, under certain circumstances and subject to customary conditions, engage in discussions with third parties regarding an alternative
transaction, to withdraw or modify its recommendation or terminate the agreement
Leading Analysts are Supportive of the
Transaction 9 “We believe that Danaher’s offer was the highest bid and don’t believe a superior bid is likely given the strategic review (>30 potential counterparties and >20 potential strategic acquirers) and Danaher’s
cost of capital advantage over potential competing suitors.” “Our framework for a no-deal / deal-break scenario assumed ABCM stock reverts to its unaffected trading multiple of 17x on average in 2023 prior to May, which implies $18-19 at
the time […]. Some shareholders suggest $16-17 as a floor, which is in line with levels immediately prior to the commencement of Jonathan Milner’s campaign.” The Scheme Circular Abcam filed this morning strengthens the strategic
and financial merits of Danaher's proposed acquisition and increases the possibility of securing the required votes for deal's closure, in our view. Feedback from both Danaher and Abcam investors generally support the deal; and, our independent
analysis highlighted 1) material execution risk under Abcam stand-alon[e] scenarios; and / or 2) material downside risk to Abcam equity if the deal breaks. 8 September and 6 October 2023 “The deal represents a ~10x 2024 EV/Rev multiple and
~32x 2024 EV/EBITDA multiple, which we believe is reasonable for an asset in this high-growth/high margin market.” 28 August 2023 “It is not clear what, if any, alternative to this deal would be – as ABCM has gone through a formal
strategic process and engaged with multiple bidders. If the deal were to break (and Dr. Milner were to gain board membership via his EGM), the company would likely have to continue on a go-alone basis, with significant board […], all while
facing uncertain end-market conditions.” “Given lengthy process, we believe deal approval likely: ABCM engaged in a lengthy and thorough review process, and as elaborated above, it appears unlikely that an offer above $24 / share could
be obtained in the short-term. The alternative now - continuing as a standalone company, likely with Mr. Milner at the helm - would have Abcam facing Life Science Tools end-markets that are currently very choppy and uncertain. ” 28 August and
10 October 2023
Regularly Refreshed, Independent,
Diverse and Highly Experienced Board 10 100% attendance rate in 2022 (1) Key Boards Statistics Board’s Thorough Oversight of the Transaction Sources: Public Filings, Company Presentations Note: Excluding Luba Greenwood who joined on 12
September 2022. Abcam’s Board is a healthy mix of thoughtful, diverse, engaged, experienced and independent members – accordingly, the Board facilitated a robust sale process guided by good governance practices to maximize value for
shareholders, consistent with fiduciary duties Sally Crawford Independent Director Lead Independent Director at Hologic; Fmr. COO of Healthsource Abcam’s Board exhibits strong knowledge of M&A and private equity, as well as extensive
C-suite level leadership experience (especially as CFO), enabling strong oversight of the transaction Over half of Board members have held executive C-suite roles in public companies while ~45% of the Board has gained a valuable investor perspective
through high-level positions in investment funds Peter Allen Independent Chairman 30+ years at leading life science companies (incl. multiple Chairman, CEO, and CFO roles at Clinigen, Celltech, and others) 44% of the Board has been added since 2021
100% of the Board has M&A expertise 75% of new directors have investment expertise 96.4% average (re)-election vote support at the 2023 AGM Ongoing effort to maintain open & constructive shareholder dialogue, with Board level outreach
Michael S. Baldock CFO Fmr. Head of Global Healthcare team and Investment Banking Americas at HSBC; Senior roles at Lazard, SG Warburg (now UBS) Mara Aspinall Independent Director Partner at Illumina Ventures; Professor of Practice at Arizona State
University; Former CEO of Roche Tissue Diagnostics Bessie Lee Independent Director CEO of Greater China JLL; Founder of VC fund and start-up incubator Withinlink Luba Greenwood Independent Director CEO at Kojin Therapeutics; Managing Partner of Dana
Farber Cancer Institute Venture Fund Mark Capone Independent Director CEO of Precision Medicine Advisors; Fmr. CEO & President of Myriad Genetics Giles Kerr Senior Independent Director Fmr. CFO and Director of Amersham; Fmr. National Partner at
Arthur Andersen Alan Hirzel CEO Fmr. Partner at Bain & Company; Fmr. Life Sciences Researcher and Manufacturing Leader at Kraft General Foods
Abcam’s Directors had the
Right Expertise to Oversee Strategic Review and Ensure Fair Process 11 Notes: Date of appointment to the Board Excluding Luba Greenwood who joined on September 12, 2022 Strategic Review Sub-Committee Board has the Expertise Needed to Prudently
Evaluate the Merits of the Transaction Directors on the Board have led or overseen transactions comparable to this transaction in scale, complexity and industry Directors considered the transaction through various lenses to ensure a balanced
assessment of alternatives, including with respect to: Shareholder value creation, the Company’s standalone growth prospects, broader healthcare industry dynamics, and corporate governance / process structure best practices The Board was
extensively advised throughout by Latham & Watkins, Morgan Stanley, and Lazard on their director duties in respect of the process Board Formed a Strategic Review Sub-Committee in Line With Governance Best Practices All sub-committee members have
relevant corporate transformation expertise and a distinguished track record of disciplined M&A resulting in value creation Majority of sub-committee being independent, and leveraging an operational and financial perspective, resulted in a
thoughtful process Board had full oversight of the strategic review process and ultimate responsibility for key decisions Alan Hirzel, CEO Led in-house product transition, revolutionizing Abcam’s model for top-line growth & margin
expansion; former Partner at Bain, led over 150 acquisition efforts for corporate & private equity clients Mark Capone Independent Director CEO of Precision Medicine Advisors; former CEO of Myriad Genetics, led transformation into one of largest
global precision medicine companies (incl. 4 acquisitions totaling $1Bn+ in capital) Michael S. Baldock, CFO Former Head of Global Healthcare team and Head of Investment Banking Americas at HSBC; seasoned M&A practitioner with leader roles at
Lazard, SG Warburg (now UBS) and Ondra Partners Mara Aspinall, Independent Director Partner at Illumina Ventures; Prof. of Practice at Arizona State Univ.; Fmr. CEO of Roche Tissue Diagnostics; strong transaction experience from role as former Pres.
of Genzyme (sold to LabCorp for ~$1Bn) Luba Greenwood, Independent Director CEO at Kojin Therapeutics; has successfully led $5Bn+ in deals and investments across multiple therapeutic areas and life science, device, diagnostics, and tech sectors
Sub-Committee Members In June 2023, Abcam’s Board of Directors resolved to form a sub-committee in connection with the Strategic Review, in line with best practices Strategic Review Process
Treatment of Awards under the
Profitable Growth Incentive Plan (“PGIP”) Agreed After Price Was Finalized, Fully in Accordance with the Plan Rules Approved in 2021 12 The treatment of PGIP awards will put the participants under the PGIP in substantially the same
position that they would have been had the transaction not occurred The PGIP Awards are the only long-term incentive awards made to Executive Directors since 2021 The PGIP Bonus will be subject to the same performance conditions as the PGIP awards
and does not operate as an incremental award above and beyond the participant’s existing entitlements under the plan The Remuneration Committee at Abcam has consistently ensured pay outcomes are consistent with performance while setting
remuneration at competitive, market rates relative to UK and US peers The PGIP Bonus is structured to support the incentivisation and retention of the relevant Abcam employees following the completion of the transaction The PGIP Bonus will remain
performance-based, thereby ensuring a strong link between pay and performance up until the end of 2024 The aggregate value of any PGIP awards released following the completion of the transaction and the potential PGIP bonus paid at the end of 2024
will allow for an incentive compensation opportunity substantially the same as that which would have been available had the transaction not occurred The arrangement regarding PGIP Awards was negotiated and agreed between members of the Remuneration
Committee and Danaher, and approved by the Abcam Board, in each case after the offer price of $24.00 per share and other principal terms of the Transaction had been agreed The treatment of PGIP Awards by the Remuneration Committee was fully aligned
with the rules of the plan approved by shareholders in 2021, which set parameters for the treatment of awards in the event of change of control, including a pro-rata reduction for the proportion of the performance period served and an evaluation of
performance up to completion of the transaction Awards for all participants in the PGIP (125 employees) will be assessed on the same basis Arrangements regarding the treatment of outstanding management incentive schemes were only discussed,
negotiated and agreed separately between members of the Remuneration Committee and Danaher after the offer price and other terms of the transaction had already been agreed between the parties, in accordance with shareholder interests and proper
governance process Management will not gain any advantage from the PGIP after the transaction is completed, as it is pro-rated per the shareholder approved terms of the plan and simply compensates for a plan that would have been terminated
prematurely
Jonathan Milner has Sought to
Confuse Shareholders with Baseless and Prejudged Accusations Rushed, Insufficiently Thorough, and Unfair Sales Process The Company carried out a thorough, competitive and comprehensive sales process, engaging 33 counterparties (including 21
strategic counterparties) across the U.S., Europe, and Asia, with multiple bidders and a process consistent with fiduciary duties All bidders had access to the same financial details, consistent with public disclosures; management further engaged
with 10 parties in lengthy Q&A due diligence sessions – two parties were involved and seriously considered until the final decision The structure of the process incentivized any serious counterparty to meaningfully engage and led to four
indicative offers in the first round (ranging from $19 to $23) and best and final offers ranging from $22.50 to $24 in the second round; the Board ultimately determined that Danaher’s offer provided value maximization for all shareholders, as
well as a positive outcome for all stakeholders Prior to shareholder approval, any third party can put forth a superior proposal and Abcam is permitted to engage Rather than prudently evaluating the Company’s full disclosure now set out in the
Scheme Circular, Jonathan Milner has sought to question the transaction and mislead shareholders since the announcement, in a blatant display of self-interest Jonathan Milner is a Superior Operator with a Cohesive Plan for Abcam Having not been
involved operationally with the Company for a decade, Jonathan Milner has offered no credible plan as to the future strategy of the Company or how he intends to deliver and crystallize value for shareholders The Abcam of today is not the Abcam of
Jonathan Milner’s leadership era and any strategic plan he puts forth would put shareholders at significant risk, due to his lack of capabilities to oversee Abcam following the strategic shift that Alan Hirzel and the Board implemented
Unsuccessful completion of the transaction may result in significant value destruction for shareholders In addition to inherent execution risk around future performance, he has never acknowledged industry or economic headwinds crucial to
understanding and operating the business Instead, he has simply criticized each step of a well-governed process, even before full details were known to shareholders Jonathan Milner’s Primary Motivation is Value and Governance Enhancement for
Shareholders Adding to a lack of a plan for the business, Jonathan Milner’s vision of future governance of the Company under his leadership offers a telling and alarming insight into his true motives of regaining control In calling an EGM in
May, he did not provide any details of the Board he intended to put forth to shareholders. In attempting to block the deal, he has communicated that he will independently select the future Board of the Company, including a new Chair By assembling a
full “shadow” board, Jonathan Milner believes his selection and judgment of potential directors superior to shareholders’ selection and judgment of our current directors, who have repeatedly and overwhelmingly received high levels
of investor support at AGMs Milner’s unelected directors are contrary to corporate governance best practices 13 Jonathan Milner’s Misleading Claims The Facts Sources: Public Filings, Company Presentations Incorrect Incorrect Incorrect
Jonathan Milner’s arguments keep changing as he pivots once he is proven wrong by the facts or seemingly loses traction with shareholders
Jonathan Milner has Sought to
Confuse Shareholders with Baseless and Prejudged Accusations (cont’d) Material Differences in Projections Between Abcam and Danaher All interested and advanced counterparties received the same Management projections, as disclosed in the Scheme
Circular Prior to announcement of the transaction and suspension of Abcam’s guidance, Abcam’s publicly issued guidance was directly informed by the Management projections The Board’s decision was informed by Management’s
forecast and the resulting analysis conducted by Morgan Stanley and Lazard; Danaher’s investor relations materials had no bearing on the Board’s decision. As a result of the Board’s negotiation with Danaher, the financial terms and
premium Danaher agreed to pay were improved from the initial indicative $20.50 offer; the final price represents the highest price offered by any party during the process The $24.00 per share price implies a multiple in excess of ~32x LTM EBITDA (1)
(2) and represents a 39% premium to Abcam’s undisturbed closing share price on 16 May 2023 (3) The $24.00 per share offer is in excess of Lazard's fairness opinion Discounted Cash Flow Analysis Range of $18.55 to $23.90 per share and near the
center of Morgan Stanley's fairness opinion Discounted Cash Flow Analysis Range of $19.15 to $30.00 per share (4) Questionable Treatment of Awards Under PGIP Only after the Board approved Danaher’s final $24.00 offer and material terms of the
transaction did the Remuneration Committee and Danaher agreed to treatment of outstanding awards Management will not gain any advantage from the PGIP after the transaction is completed, as it is pro-rated per the shareholder approved terms of the
plan and simply compensates for a plan that would have been terminated prematurely Treatment of awards under the PGIP will put applicable participants in substantially the same position they would have been in, had the transaction not occurred The
PGIP bonus will promote senior executive retention and is not an incremental award beyond the existing PGIP awards Remuneration decisions are required to be made in accordance with the shareholder-approved remuneration policy Abandonment of U.K.
Focus and Roots Importantly, Danaher has already committed to keeping Abcam’s headquarters in the U.K., and Abcam is expected to operate as an autonomous, standalone brand within Danaher’s Life Sciences segment after transaction close
Plans for the Company’s move to a NASDAQ listing were initiated in early 2020; Jonathan Milner supported both the U.S. IPO (as a director and shareholder) and AIM delisting (as a shareholder) that he now attacks At the November 2022 EGM, the
shareholder resolution on the AIM delisting and the sole listing on Nasdaq was supported by 98% of all voted shares, including Dr. Milner, who voted every share he owned in favor of these actions To date, Cambridge, U.K. remains our HQ, largest
site, and base for majority of our Executive Leadership 14 Jonathan Milner’s Misleading Claims The Facts Incorrect Incorrect Incorrect Jonathan Milner’s arguments keep changing as he pivots once he is proven wrong by the facts or
seemingly loses traction with shareholders Sources: Public Filings, Company Presentations Notes: Aggregate Value / Adjusted LTM EBITDA multiple as of Last Twelve Months “LTM” as of 30 September 2023; calculated using the pro-rated 2022A
and 2023E Adjusted EBITDA figures disclosed in the publicly filed Scheme Circular. Adj. EBITDA excluding share-based compensation calculated under IFRS. Undisturbed closing price of $17.23 as of 16 May 2023, 1 day before Jonathan Milner announced
his intention to call an EGM of Abcam. Range values rounded to the nearest $0.05 per share; see Scheme Circular for additional detail.
Conclusion 15 Compelling Valuation
Achieved for Shareholders Danaher’s acquisition of Abcam provides substantial value for shareholders following a robust strategic review process Meaningful premia of 39% to the undisturbed share price (1), 48% to the undisturbed 30 trading day
VWAP (2), and 34% to the undisturbed 52-week high closing price (3) Transaction multiple in excess of ~32x LTM EBITDA (4) (5) is a significant premium to comparable transactions, demonstrating external validation of Abcam’s successful
transformation The $24.00 per share offer is in excess of Lazard's fairness opinion Discounted Cash Flow Analysis Range of $18.55 to $23.90 per share and near the center of Morgan Stanley's fairness opinion Discounted Cash Flow Analysis Range of
$19.15 to $30.00 per share (6) – these analyses were conducted based on Management’s forecast and growth expectations Danaher's final offer price is above the high-end of the implied per share value of Abcam's equity in 7 of 8 different
valuation analyses conducted by Morgan Stanley and Lazard On closing, the transaction will deliver significant, certain, and immediate shareholder value through cash consideration, while yielding an excellent outcome for employees and customers The
Board took into consideration the risks of achieving management’s projections, especially in light of the challenging macro economic conditions and the headwinds facing the Life Science Tools industry, which makes the certainty of the cash
consideration, plus the materiality of the premium, even more compelling Jonathan Milner’s prejudged opinion and actions threaten a compelling deal, could present prolonged uncertainty for Abcam, and will likely destroy shareholder value
Jonathan Milner has provided no consistent reason for his objections about the transaction and no data that supports his conclusions, nor did he wait to review information in the circular, which reveals substantial details on how the market
currently values Abcam He has never acknowledged the industry or economic headwinds crucial to understanding and operating the business and his oversight may represent material risk to shareholders Jonathan Milner has been seeking effective control
of Abcam since May 2023, when he launched a hastily constructed campaign to become Executive Chairman While an accomplished scientist and small company entrepreneur, Jonathan Milner lacks the required skills and strategic plan to lead a Company with
the scale of Abcam’s current operations; his arguments continue to change as he pivots once he is proven wrong by the facts or seemingly loses traction with shareholders Building on his first campaign, Jonathan Milner’s latest actions
reflect a founder seeking justification to regain control of Abcam without a premium at the expense of Abcam’s shareholders Jonathan Milner previously rejected Abcam’s offer of joining as a Non-Executive Director, highlighting that his
focus is aligned with his own interests and not the interests of shareholders Jonathan Milner is attempting to take control of Abcam as CEO and simultaneously escape oversight via a handpicked “shadow board”, without detailing the new
plan he’s seeking to deploy He has promised to review various items post-appointment, and only then formulate a plan – an alarming sign for shareholders, underscoring how far-removed from Abcam Jonathan Milner has become, after having
not been operationally involved in Abcam for nearly a decade and having never overseen Abcam at its current scale Jonathan Milner did not submit an offer for the Company (or indicate a willingness to purchase), highlighting his lack of conviction
and determined motive to side-step a fair market process Jonathan Milner’s Campaign is Unnecessary, Prejudged, and Not in the Best Interest of Shareholders Optimal Outcome for all Abcam Stakeholders Danaher has affirmed its commitment to the
U.K. and maintaining Abcam’s current geographic presence and Cambridge, U.K. headquarters Danaher already has a significant presence in the U.K., with 5,500 associates currently employed in the country Danaher’s commitment to expanding
its U.K. operations and maintaining Abcam’s Cambridge presence ensures an optimal outcome for employees and other U.K. stakeholders Throughout the process, Danaher’s commitment to the transaction showed a sincere interest in
Abcam’s employees, customers, and the scientific community After the acquisition, Abcam will continue as a standalone operating company and brand within Danaher’s Life Sciences segment Thorough and Competitive Process Overseen by a Board
with Extensive Transactional, Financial and Industry Expertise Transaction is the result of a strong, competitive, and fair sales process with multiple competing bidders Exhaustive 10-week process, including engagement with over 30 potential
counterparties, including 21 corporates and 12 sponsors across the U.S., Europe, and Asia All interested parties were given full and fair consideration and equal information at each stage of the process; no parties were excluded based on anti-trust
concerns (only on value grounds) Abcam received multiple bids to acquire the Company, rejected bids it deemed inadequate, and successfully structured a competitive process that induced an offer increase Abcam’s Directors have remained focused
and are unwavering in their commitment to facilitating a productive process that prioritizes shareholders’ best interests Experienced Board with significant M&A and healthcare industry expertise is well-equipped to provide robust oversight
of the transaction Meaningful Board engagement throughout the strategic review, with 5 full Board meetings and 6 dedicated Strategic Review sub-committee meetings during the process Leading analysts are supportive of the transaction when considering
the thoroughness of the strategic review process, as well as the material standalone execution risk Sources: Capital IQ as of 22 September 2023, Company information Notes: Undisturbed closing price of $17.23 as of 16 May 2023, 1 day before Jonathan
Milner announced his intention to call an EGM of Abcam. Volume Weighted Average Price of $16.21 for the 30 trading day period to 16 May 2023. 52-week closing price high of $17.90 before 16 May 2023. Aggregate Value / Adjusted LTM EBITDA multiple as
of Last Twelve Months “LTM” as of 30 September 2023; calculated using the pro-rated 2022A and 2023E Adjusted EBITDA figures disclosed in the publicly filed Scheme Circular. Adj. EBITDA excluding share-based compensation calculated under
IFRS. Range values rounded to the nearest $0.05 per share; see Scheme Circular for additional detail.
Abcam’s Board Recommends a
Vote “For” the Transaction 16 Highest certainty at compelling valuation with a commitment to the UK Abcam’s Board considers the terms of the Transaction fair and reasonable and in the best interest of its shareholders, and
unanimously recommends that Abcam’s Shareholders vote in favour of the Transaction. 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 (800) 662-5200 (toll-free in North America) or at + 1 (203) 658-9400 or by email at ABCM@info.morrowsodali.com. Abcam Shareholders who have any questions or require any assistance in submitting their proxy appointment,
should contact the Company’s registrars, Equiniti, by calling +44 (0) 371 384 2050. 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.
17 Abcam plc Discovery Drive
Cambridge Biomedical Campus Cambridge CB2 0AX UK
Abcam (CE) (USOTC:ABCZF)
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