|
For immediate release
|
20 April 2012
|
ABCAM PLC
("Abcam" or "the Company")
Completion of Tender Offer re
acquisition of Epitomics International Inc
(the "Acquisition")
Further to its announcement on 5 March 2012, Abcam
plc (AIM: ABC), a global leader in the supply of protein
research tools, today announces that it has completed the
tender offer to purchase all outstanding Epitomics
International Inc ("Epitomics") shares for a
combination of cash and Abcam ordinary shares (and in the
case of certain Epitomics shareholders, for cash
only).
At the closing of the tender offer on 18 April 2012,
Abcam had received valid acceptances from shareholders
holding 36,224,847 Epitomics shares representing 99.8 per
cent. of Epitomics's share capital. Abcam will now
instigate the necessary steps to compulsorily acquire the
Epitomics shares that have not been tendered in the tender
offer, representing 0.2 per cent. of Epitomics's share
capital, for cash consideration. The compulsory acquisition
process is expected to complete May 2012, following which
Abcam will be the owner of 100% of the share capital of
Epitomics.
The gross consideration for the Acquisition is
US$170.0 million. At completion Epitomics is expected to
have had net cash of US$15.0 million resulting in net
consideration for the Acquisition of US$155.0 million (the
"Net Consideration"). The Net Consideration is
payable 50 per cent. (US$77.5 million) in cash and 50 per
cent. (US$77.5 million) in new Abcam shares. The share
consideration will be funded by the issue of 14,498,923 new
Abcam shares of 0.2p each (the "Consideration
Shares"), equating to approximately 7.3 per cent. of
Abcam's enlarged issued share capital). The
Consideration Shares will be subject to a lock-up on resale
that expires in six months time (and are subject to orderly
market provisions for a further twelve months) and on other
restrictions on resale imposed by U.S. securities
laws.
Application will be made to AIM for the admission of
the Consideration Shares to trading and they will rank pari
passu in all respects with the existing shares in issue.
Admission of the Consideration Shares is expected to become
effective on 26 April 2012.
The Consideration Shares have not been registered
under the U.S. Securities Act of 1933, as amended (the
"Securities Act") or any state securities laws
and may not be offered or sold in the United States absent
a registration statement or an applicable exemption from
the registration requirements of the Securities Act and any
applicable state securities laws.
The Company intends to hold a briefing for analysts
on the Acquisition at 10.00 am on 9 May 2012, at Buchanan,
107 Cheapside, London, EC2V 6DN.
- END -
For further information please contact:
|
Abcam plc
|
+ 44 (0) 1223 696000
|
|
Jonathan Milner, Chief Executive Officer
Jeff Iliffe, Chief Financial Officer
www.abcam.com
|
|
|
Numis Securities (Financial
Adviser, Nomad and
Joint Broker)
|
+ 44 (0) 20 7260 1000
|
|
Michael Meade / Nick Westlake - Corporate
Finance
James Black - Corporate Broking
|
|
Peel Hunt LLP (Joint
Broker)
Andy Crossley - Corporate
Broking
|
+ 44 (0) 20 7418 8900
|
|
Buchanan
|
+ 44 (0) 20 7466 5000
|
|
Mark Court / Jessica Fontaine
|
|
Notes for editors
About Abcam plc
Abcam is a producer and distributor of high quality
protein research tools. These tools enable life scientists
to analyse components of living cells at the molecular
level, which is essential in understanding health and
disease.
Headquartered in Cambridge (UK), Abcam has subsidiary
offices in Bristol (UK), Cambridge, MA (USA), Eugene, OR
(USA), Tokyo (Japan) and Hong Kong (China), allowing it to
serve a global customer base in over 85 countries. Abcam
employs over 340 staff across its six operating
companies.
Abcam now has an online catalogue of over 89,000
products sourced from over 300 suppliers. The catalogue
includes a growing range of non-primary antibody products
such as secondaries, proteins, peptides, lysates,
immunoassays and other kits. Products are available for
life science research and distributed to academic and
commercial users. A highly developed eCommerce platform,
which includes regional websites for the Chinese and
Japanese markets, allows customers to access up-to-date and
detailed technical product data sheets at the Company's
website www.abcam.com.
Abcam was admitted to AIM in November 2005 and trades
under the ticker symbol ABC. The Company's vision is to
be the world's leading life science tools
company.
Recommend:
