ABC.L Regulatory News (ABC)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

2 May 2018

Abcam plc

Possible offer by Abcam plc ("Abcam") for Horizon Discovery Group plc ("Horizon Discovery")

On 19 April 2018, Abcam made a proposal to the Board of Horizon Discovery in relation to a possible offer for Horizon Discovery at a value of 181 pence per Horizon Discovery ordinary share, under which the consideration would be fully satisfied by the issue of new shares in Abcam (the "Proposal"). The Proposal has been rejected by the Board of Horizon Discovery today.

The Proposal values the entire issued and to be issued share capital of Horizon Discovery at approximately £270 million, representing a premium of approximately 26 per cent. to Horizon Discovery's closing share price of 144 pence on 1 May 2018 (being the last business day before the date of this announcement).

Abcam is executing its vision to be the most influential life science company for researchers worldwide. Horizon Discovery has developed extensive capabilities in the gene editing market and the Board of Abcam believes that the combination of Horizon Discovery's business with Abcam would assist both Abcam and Horizon Discovery to expand their reach and influence globally. Further, it believes that the combination would accelerate Horizon Discovery's growth, enhance the capabilities for both businesses and create significant value for researchers through the development of new products and services. Abcam has a proven track-record of acquiring and successfully integrating businesses.

The Board of Abcam therefore believes that the Proposal represents a compelling opportunity to drive superior value creation for the shareholders of both companies. Accordingly, Abcam is seeking to engage with Horizon Discovery in a constructive dialogue and is announcing the Proposal as a means to encourage and further that process.

Any announcement by Abcam of a firm intention to make an offer for Horizon Discovery is subject to the following pre-conditions:

(a) satisfactory completion of customary due diligence by Abcam;

(b) the unanimous recommendation of the Board of Horizon Discovery (excluding any conflicted director of Horizon Discovery) (the "Independent Directors");

(c) execution of irrevocable undertakings to vote in favour of the offer from each of the Independent Directors in respect of all of their shares in Horizon Discovery, in a form acceptable to Abcam; and

(d) final approval from the Board of Abcam.

Abcam reserves the right to waive any of these pre-conditions in whole or in part.

Dr. Jonathan Milner is a director and shareholder of both Abcam and Horizon Discovery and therefore has not been involved in Abcam's consideration of, and discussions regarding, the Proposal. References in this announcement to the "Board of Abcam" mean all the directors of Abcam other than Dr. Jonathan Milner.

The Proposal does not constitute an offer or impose any obligation on Abcam to make an offer, nor does it evidence a firm intention to make an offer within the meaning of the Code. Accordingly, there can be no certainty that any offer will be made, even if the pre-conditions are satisfied or waived.

A further announcement will be made as and when appropriate.

In accordance with Rule 2.6(a) of the Code, Abcam is required to announce either a firm intention to make an offer for Horizon Discovery (pursuant to Rule 2.7 of the Code) or that it does not intend to make an offer for Horizon Discovery (in which case that announcement will be treated as a statement to which Rule 2.8 of the Code applies) by 5:00pm on 30 May 2018 (being the 28th day following the date of this announcement), unless the Panel on Takeovers and Mergers (the "Panel") has consented to an extension of this deadline.

Reservations

Abcam reserves the following rights:

(a) to reduce the offer consideration by the amount of any dividend or other distribution which is paid or becomes payable by Horizon Discovery after the date of this announcement;

(b) to introduce other forms of consideration and/or to vary the composition of the consideration; or

(c) to make an offer for Horizon Discovery at any time on less favourable terms:

(i) with the agreement or recommendation of the board of Horizon Discovery;

(ii) if a third party announces a firm intention to make an offer for Horizon Discovery on less favourable terms;

(iii) following the announcement by Horizon Discovery of a whitewash transaction pursuant to the Code.

Rule 2.9 of the Code

In accordance with Rule 2.9 of the Code, Abcam announces that, as at the date of this announcement, it has 205,022,308 ordinary shares of 0.2 pence each in issue and admitted to trading on the AIM market of the London Stock Exchange. The International Securities Identification Number for these ordinary shares is GB00B6774699.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be published at www.abcam.com by no later than 12 noon (London time) on the business day following this announcement.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

Enquiries:

Sources of Information and Bases of Calculation

1. The closing prices for Horizon Discovery ordinary shares are the closing middle market quotations derived from the Alternative Investment Market of the London Stock Exchange.

2. The premium is calculated by reference to 144 pence per Horizon Discovery ordinary share on 1 May 2018, being the last business day before the date of this announcement.

3. The approximate value for the entire issued and to be issued share capital of Horizon Discovery is calculated on the basis that the entire issued and to be issued share capital of Horizon Discovery comprises 149,091,182 ordinary shares of 1 pence each, being the total number of voting rights in Horizon Discovery announced by Horizon Discovery on 5 April 2018.

About Abcam plc

As an innovator in reagents and tools, Abcam's purpose is to serve life science researchers globally to achieve their mission, faster. Providing the research and clinical communities with tools and scientific support, the Group offers highly validated biological binders and assays to address important targets in critical biological pathways.

Founded in 1998 and headquartered in Cambridge, UK, Abcam serves researchers in over 130 countries, from eleven locations around the world. Since admission to AIM in 2005 (AIM: ABC) Abcam's revenues have grown 15 fold to £217m (FY2017) and profits 20 fold. Over the same period, its market capitalisation has risen 38 fold to c.£2.5 billion (1 May 2018).

Already a pioneer in data sharing and ecommerce in the life sciences, Abcam's ambition is to be the most influential company in life sciences by helping advance global understanding of biology and causes of disease, which, in turn, will drive new treatments and improved health. Two-thirds of the world's 750,000 life science researchers use Abcam's antibodies and affinity binders, reagents, biomarkers and assays.

By actively listening to and collaborating with researchers, the Group continuously advances its portfolio to address their needs. A transparent programme of customer reviews and datasheets, combined with an industry-leading validation initiative, gives researchers increased confidence in their results.

Important Notices

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The release, publication or distribution of this announcement in whole or in part in, into or from certain jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Ondra LLP, which is regulated in the United Kingdom by the Financial Conduct Authority, is acting as joint financial adviser exclusively for Abcam and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Abcam for providing the protections afforded to clients of Ondra LLP, nor for providing advice in relation to any matter referred to herein.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated in the United Kingdom by the PRA and the Financial Conduct Authority. J.P. Morgan Cazenove is acting as joint financial adviser exclusively for Abcam and no one else in connection with the matters set out in this announcement and will not regard any other person as its client in relation to the matters set out in this announcement and will not be responsible to anyone other than Abcam for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to any matter referred to herein.

In accordance with normal UK practice and pursuant to Rule 14e-5(b) of the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"), Abcam or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Horizon Discovery shares outside of the United States, other than pursuant to any potential offer, before or during the period in which any potential offer remains open for acceptance. Also, in accordance with Rule 14e-5(b) of the US Exchange Act, certain affiliates of J.P. Morgan Cazenove will continue to act as exempt principal traders in Horizon Discovery shares on the London Stock Exchange. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, will be reported to a Regulatory Information Service of the Financial Conduct Authority and will be available on the London Stock Exchange website, www.londonstockexchange.com.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Forward-looking statements

This announcement may contain certain "forward-looking statements". Forward-looking statements include statements typically containing words such as "will", "may", "should", "believe", "intends", "expects", "anticipates", "targets", "estimates" and words of similar import. Although Abcam believes that the expectations reflected in such forward-looking statements are reasonable, Abcam can give no assurance that such expectations will prove to be correct. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward looking statements. These factors include: local and global political and economic conditions; significant price discounting by competitors and other competitor challenges (including from disruptive developments); changes in consumer habits and preferences; reputational risk if consumer trust is adversely affected; foreign exchange rate fluctuations and interest rate fluctuations (including those from any potential credit rating decline); legal or regulatory risks, developments and changes; the availability of research funding; the outcome of any litigation; the impact of any acquisitions or similar transactions and the quality of integration or impact of leverage of acquired businesses; competitive product and pricing pressures; success of business and operating initiatives; potential for loss of output at manufacturing or logistics facilities, or unexpected project or IT infrastructure costs; cyber security risks including loss of data and website inaccessibility; and changes in the level of capital investment. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Neither Abcam nor any of its affiliated companies undertakes any obligation to update or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.

No profit forecasts or profit estimates

No statement in this announcement is intended as a profit forecast or estimate for any period and no statement in this announcement should be interpreted to mean that earnings, earnings per share or dividend per share for Abcam or Horizon Discovery (or the combined group) for the current financial year, or for future financial years, would necessarily match or exceed the historical published earnings, earnings per share or dividend per share for Abcam or Horizon Discovery (as appropriate).