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Abcam Plc (NASDAQ:ABCM) founder and large shareholder Jonathan Milner sees several options beyond the “no vote” in his opposition to the company’s planned sale of $24 a share to Danaher (NYSE:DHR).
Milner believes the no-vote threshold under the scheme of arrangement is “easy to meet,” he told Dealreporter in an item published Friday.
“It seems nonsensical to be rushed into accepting $24 per share now when the deal is not expected to close until June 2024 at the earliest and there is a real opportunity to restore Abcam to a high performing and highly valued business that is recognised for its quality the world over,” Milner wrote in a letter to shareholders on Thursday. “Like all shareholders, I believe there is a full and fair price to acquire control of Abcam and I shall not stand in the way of such an offer.”
Milner, who has a 6.3% stake in Abcam (ABCM), said in the letter that he wants to keep Abcam’s Nasdaq listing while adding back a Main Market listing on the London Stock Exchange.
Milner is not the only shareholder opposing the Abcam (ABCM) $5.7 billion sale to Danaher (DHR). Investor Headwaters Capital is also against the transaction, according to a CorpGov report from last month, that cited a Headwaters letter to Abcam holders. The investor believes the fair value of Abcam’s shares is between $35 and $39 per share.
“Headwaters Capital believes that selling the company based on depressed financial metrics that are inconsistent with management guidance and broader industry commentary is not in the best interest of shareholders,” the investor wrote in a Sept. 21 letter.
While Milner and Headwaters may argue that $24 per share is too low, it appears that Danaher (DHR) was the only company that made a bid. Abcam (ABCM) is said to have reached out to as many as 20 potential bidders, including Agilent (A) and Thermo Fisher (TMO). Danaher was the only one to submit a formal offer, according to the Dealreporter item.
CNBC’s David Faber, at the time of the Abcam (ABCM) sale announcement in late August, reported that the deal price may have been hurt by antitrust concerns. He said that it was possible that rival suitor Agilent (A) or Thermo Fisher (TMO) may have come with higher possible indications of interest, though Abcam (ABCM) chose the Danaher (DHR) deal as it would be more certain to gain antitrust approval.
Abcam CEO Alan Hirzel last month responded to Milner’s plan to vote down the $24 per share takeover.
It’s “odd to make this choice before you see the facts of the rigorous process that was followed and as you noted in your link above,” Hirzel said in a post on LinkedIn in response to Milner. “The shareholder circular will make everything clear to shareholders who want the facts.”
Milner originally suspended his proxy solicitation effort in June after the biotech company said it would evaluate its alternatives. Famed activist investor Starboard Value also said in June that it supported the company’s sales effort.
Danaher (DHR) is scheduled to report Q3 results on Oct. 24.
