Key Summary: On May 17, 2023, Jonathan Milner (6.3%) announced plans to call an extraordinary general meeting to replace Board Chairman Peter Allen with himself as Executive Chairman to address operational underperformance. He delivered notices on May 30 and June 5, followed by a slide-deck presentation and open letter on June 12, calling for the removal of certain directors. On June 23, the company began exploring strategic alternatives, prompting Milner to suspend his proxy solicitation. By September 15, Milner opposed Abcam's acquisition by Danaher Corporation, urging shareholders to vote against it and proposing an alternative strategy. Despite ISS and Glass Lewis recommending the acquisition, Milner continued his opposition until November 1, 2023, when he suspended his campaign due to strong shareholder support for the acquisition.Market Cap: $3.5 billion | Abcam plc, a life science company, focuses on identifying, developing, and distributing reagents and tools for scientific research, diagnostics, and drug discovery.
On May 17, 2023, Jonathan Milner (6.3%), founder of the company, issued a press release stating that he intends to call an extraordinary general meeting of shareholders. His plan is to remedy a period of sustained operational underperformance and value destruction by the current Board and leadership team since he resigned from the Board in October 2020 by giving the Company more effective leadership at the Board level. Jonathan Milner intends to solicit shareholder support to replace the Chairman of the Board, Peter Allen, with himself as Executive Chairman.
On May 30, 2023, Jonathan Milner delivered a notice to the company compelling to call an extraordinary general meeting of shareholders.
On June 5, 2023, Jonathan Milner delivered a notice to the company compelling to call an extraordinary general meeting of shareholders.
On June 5, 2023, Jonathan Milner published a slide-deck presentation regarding the company.
On June 12, 2023, Jonathan Milner published a slide-deck presentation regarding the company and issued an open letter to shareholders calling for the removal of Peter Allen, Michael S. Baldock and Sally W. Crawford as Directors of the Company; and the appointment of Jonathan Milner as a Director of the Company and Executive Chairman, to help restore Abcam’s financial and operational performance and create shareholder value by giving the Company more effective Board-level leadership.
On June 19, 2023, Jonathan Milner, through his legal counsel, sent four letters to the company and its outside counsel about multiple concerns regarding corporate governance.
On June 23, 2023, the company announced that the board has unanimously decided to initiate a process to explore strategic alternatives for the Company. The comprehensive process will begin immediately and will evaluate a broad range of options to maximize shareholder value, including a potential sale of the Company
On June 23, 2023, Jonathan Milner issued an open letter to the shareholders in response to the Company’s recent disclosures about strategic interest and false claims that Jonathan Milner would be hostile to strategic opportunities.
On June 26, 2023, Jonathan Milner (6.3%) issued a press release regarding the suspension of his proxy solicitation for the EGM. He stated that in response to credible M&A interest and the board's pursuit of strategic alternatives, he suspends his solicitation efforts to allow the board to focus on maximizing shareholder value. Also, he expresses willingness to join the board in a leadership role to support the strategic review process.
On August 16, 2023, Jonathan Milner (6.14%) has sent a letter to the Board regarding the ongoing "Review of Strategic Alternatives." The review was initiated nearly two months ago, exploring various options including a potential sale of the company. Dr. Milner had temporarily suspended his campaign and offered to re-join the Board to assist with the review process. However, his offer was not acted upon and he expressed disappointment over this. As a significant shareholder who supports a full and fair sale of the company, he has requested an investor update on the review's progress by August 31, 2023. Dr. Milner also warned that if his offer continues to be refused and if the Board fails to meet expectations, he might resume his campaign in the coming months
On September 15, 2023, Jonathan Milner (6.14%) announced his decision to vote against the proposed acquisition of Abcam by Danaher Corporation. He intends to request a General Meeting (EGM) to replace the current Board, including the CEO, CFO, and Chairman.
On September 28, 2023, Jonathan Milner urged shareholders to vote against Abcam's proposed acquisition by Danaher Corporation. In an open letter, he voiced concerns about Abcam's declining performance and governance since his 2020 Board departure. He has proposed an alternative plan for Abcam's future, including Board reshaping, strategic focus shifts, and a re-listing on the London Stock Exchange. He encouraged shareholders to oppose the transaction, signaling dissatisfaction with the company's governance and proposed acquisition. Source
On October 10, 2023, Jonathan Milner issued an open letter to shareholders, expressing concerns about the proposed acquisition of Abcam by Danaher Corporation. He highlighted Abcam's promising financial outlook, questioned the timing of the transaction, criticized the fairness opinions, and believed the offer undervalued the company. Dr. Milner urged fellow shareholders to vote against the acquisition, citing concerns about corporate governance and executive incentives.
On October 17, 2023, ISS recommended that shareholders vote “FOR” Danaher Corporation’s proposed acquisition of Abcam ahead of its shareholder meetings on November 6, 2023.
On October 23, 2023, Glass Lewis joined ISS in recommending shareholders vote “FOR” Danaher Corporation’s proposed acquisition of Abcam.
On October 23, 2023, Jonathan Milner urged shareholders to continue to Vote AGAINST the current proposed acquisition of Abcam by Danaher.
On November 1, 2023, Jonathan Milner suspended his 'Vote AGAINST' campaign against Abcam's proposed acquisition by Danaher Corporation due to strong shareholder support. Source
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