Danaher Corporation (NYSE:DHR) entered into definitive agreement to acquire Abcam plc (NasdaqGS:ABCM) for $5.7 billion on August 26, 2023. As per the the terms of the transaction, the offer price per share is $24 for 229,723,147 Abcam shares. Danaher expects to fund the acquisition using cash on hand and proceeds from the issuance of commercial paper. Under the Transaction Agreement, Abcam plc will be required to pay to Danaher, in cash, an amount equal to £45 million ($56.62512 million) if the transaction agreement is terminated, whereas, Danaher Corporation will pay £227 million ($285.642272 million) in case of termination. Transaction is subject to customary conditions, including receipt of applicable regulatory approvals, certain antitrust approvals from the relevant governmental Authorities in the United States, China, Germany and Austria and Abcam shareholder approval. The Transaction has been unanimously approved and recommended by the Abcam Board of Directors and unanimously approved by the Danaher Board of Directors. As of September 15, 2023, the scheme circular will be published in the coming weeks, in line with disclosure obligations and following the appropriate process with the High Court of Justice in England and Wales. The transaction is anticipated to close mid-2024. As on October 5, 2023, the transaction is expected to close during the first half of 2024. As of October 10, 2023, Jonathan Milner, the founder and with beneficial ownership of 6.16% stake in Abcam plc urges other shareholders to question the scheme circular, Offer price and to vote against the current proposed acquisition of Abcam by Danaher Corporation. Peel Hunt LLP and Alliance Advisors acted as advisor to Jonathan Milner. As of October 16, 2023, an independent proxy advisor Institutional Shareholder Services (?ISS?), recommended that Abcam shareholders vote ?FOR? Danaher Corporation?s proposed acquisition of Abcam ahead of its shareholder meetings on November 6, 2023. As on October 23, 2023, Glass Lewis, recommended that Abcam shareholders vote ?FOR? Danaher Corporation?s proposed acquisition of Abcam ahead of its shareholder meetings on November 6, 2023. As on November 6, 2023, Abcam plc shareholders approved the deal. As on November 17, 2023, All Identified Clearances required in connection with the Transaction have been obtained from the relevant Governmental Authorities. The Court Hearing at which the Court will be asked to sanction the Scheme has been scheduled to be held on December 4, 2023. The transaction is expected to close on December 6, 2023. As of December 4, 2023, court issued the order sanctioning scheme.

Lazard Freres & Co. LLC, Lazard & Co., Limited, Morgan Stanley & Co. International plc, acted as financial advisors and provided opinion to board of Abcam, Citibank, N.A., acted as a depository bank, Robbie McLaren, Richard Butterwick, Anna Ngo, Jennifer Gascoyne, Scott Shean, Sarah Gadd, Nikhil Kumar, Héctor Armengod and Mandy Reeves of Latham & Watkins (London) LLP acted as a legal advisor to Abcam. Thomas W. Greenberg and Lorenzo Corte of Skadden, Arps, Slate, Meagher & Flom LLP acted as a legal advisor to Danaher. Phillip R. Mills of Davis Polk advised Lazard Ltd. and Morgan Stanley as financial advisers to Abcam plc. Barclays PLC (LSE:BARC) acted as financial advisor to Danaher Corporation. Jefferies LLC acted as financial advisor to Danaher Corporation. Morrow Sodali LLC acted as information agent to Abcam for a fee of $0.03 million. Equiniti Limited acted as a registrar for Abcam.

Danaher Corporation (NYSE:DHR) completed the acquisition of Abcam plc (NasdaqGS:ABCM) on December 6, 2023.