RNS Number : 7369B
20 April 2012
For immediate release 20 April 2012
("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.
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For further information please contact:
Abcam plc + 44 (0) 1223 696000
Jonathan Milner, Chief Executive Officer
Jeff Iliffe, Chief Financial Officer
Numis Securities (Financial Adviser,
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.
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