Abcam founder to vote against proposed $5.7bn acquisition by US Danaher
Jonathan Milner says deal materially undervalues Cambridge-based life sciences company
The founder of UK life sciences company Abcam plans to vote against a proposed $5.7bn acquisition by US group Danaher, pushing instead to replace the board and take back the reins as chief executive.
Jonathan Milner, who has a 6.1 per cent stake in the Cambridge-based company, argues the $24-a-share deal materially undervalues Abcam, which creates custom antibodies, among other products, for scientists to use in research.
He is concerned that management may not have given other buyers enough consideration, and questions whether they prioritised negotiating their own bonuses rather than getting the best deal for shareholders.
Shares in Abcam were trading at $23.36 before the deal was announced in late August, having risen about 40 per cent after Milner launched a campaign for changes on the board in late May.
He said he had spoken to other shareholders and analysts who shared his concern, and was now requesting an emergency general meeting to try to replace the board, including putting himself forward as the company’s new chief.
“The fact remains that there is a smoking gun that this was not a fair and full process because of the timing of it and the rumours around other bidders not getting a look in,” he told the Financial Times.
He said Danaher’s forecasts for Abcam’s performance in 2024 were “so ridiculously materially different” from the company’s own guidance that it was “really quite alarming”. For example, Danaher forecast an 11 per cent lower earnings before interest, taxation, depreciation and amortisation margin than the middle range of Abcam’s guidance.
Abcam said Danaher’s offer was the “highest and best price” received after a “thorough and extensive sale process”, engaging with more than 30 potential counterparties, including more than 20 potential strategic acquirers.
“It is unfortunate that Jonathan Milner has prejudged the deal without the full facts that will be published in the scheme circular,” the company said. “We look forward to engaging with shareholders about the full extent of the process and the value maximising proposition of the transaction for shareholders post publication of the scheme circular.”
Milner launched Abcam in 1998, spinning it out from work he was doing at the University of Cambridge. He was replaced by the current chief Alan Hirzel in 2014 but remained on the board until 2020.
Milner argues that the company has been mismanaged since his departure from the board, with poor governance, cost control and execution. In late May, he launched a campaign to overhaul the board and nominated himself for the post of executive chair. A month later, he withdrew his plans after the company said it was pursuing strategic alternatives.
Milner is also advocating for Abcam to list on the main market of the London Stock Exchange after it dropped its Aim listing last year in favour of a sole listing on Nasdaq. Milner believes Abcam should maintain its presence on Nasdaq, where most British biotechs go public, but could also benefit from renewed interest in the sector from UK fund managers.
“The appetite in the UK at the moment is really bullish,” he said. “I want to fly the flag for British biotech, to keep Abcam plc headquarters in the UK, protect UK jobs and protect its mission. All of those things are in danger.”
Danaher did not comment on Milner’s comments on the deal valuation but said it was committed to keeping Abcam headquartered in the UK, where it employs almost 5,500 people.
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