HZD.L Regulatory News (HZD)

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Horizon Discovery Group plc

Horizon Discovery Group plc Confirms Rejection of Abcam's Proposal

Horizon Discovery Group plc ("Horizon Discovery Group" or the "Company") (LSE:HZD) notes the announcement made by Abcam plc ("Abcam") earlier today and confirms that it received an unsolicited and highly conditional proposal (the "Unsolicited Proposal") from Abcam regarding a possible offer for Horizon Discovery Group.

The price of the Unsolicited Proposal by Abcam of £1.81 per Horizon Discovery Group share, which would be wholly payable in new Abcam shares, represents a premium of only 25.7% to Horizon Discovery Group's share price as of 1 May 2018 (being the last business day before the date of this announcement) and 9.9% to Horizon Discovery Group's 3 month volume-weighted average price of £1.65 to 1 May 2018. It represents a discount of 1.5% to Horizon Discovery Group's 6 month volume-weighted average price of £1.84 to 1 May 2018.

The Board of Horizon Discovery Group considers the Unsolicited Proposal to be highly opportunistic and believes that it fundamentally undervalues the Company and its future prospects.

Having met with representatives of Abcam on 19 April 2018 and having carefully considered the Unsolicited Proposal, the Board of Horizon Discovery Group sees little strategic rationale for combining the two companies.

Accordingly, at a meeting held on 1 May 2018, the Board of Horizon Discovery Group had no hesitation in unanimously rejecting the Unsolicited Proposal.

The Board of Horizon Discovery Group believes that Horizon Discovery Group's position as a global leader in gene editing and modulation technologies, RNAi research tools and gene editing research tools, services and leveraged research programmes makes it well positioned to deliver strong growth in the near and long term, whilst creating significant value for shareholders as well as customers and employees. The Board is highly confident in the future prospects for Horizon Discovery Group as an independent company.

Shareholders are strongly advised to take no action at this stage. There can be no certainty that any firm offer will be made nor as to the terms on which any firm offer might be made.

Horizon Discovery Group will be announcing preliminary results for the year ended 31 December 2017 on 8 May 2018 and confirms that trading is in line with expectations.

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

This statement is being made by Horizon Discovery Group without the prior agreement or approval of Abcam.

Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Code"), requires that Abcam, by not later than 5.00 p.m. on 30 May 2018, either announces a firm intention to make an offer for Horizon Discovery Group in accordance with Rule 2.7 of the Code or announces that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

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Sources of Information

1. The prices for Horizon Discovery Group are sourced from FactSet.

About Horizon Discovery Group plc www.horizondiscovery.com

Horizon Discovery Group (LSE:HZD) ("Horizon Discovery Group") is a world leader in gene editing and gene modulation technologies. Horizon Discovery designs and engineers cells using its translational genomics platform, a highly precise and flexible suite of DNA editing tools (rAAV, ZFN, CRISPR and Transposon) and, following the acquisition of Dharmacon, Inc., its functional genomics platform comprising gene knockdown (RNAi) and gene expression (cDNA, ORF) tools, for research and clinical applications that advance human health. Horizon Discovery's platforms and capabilities enable researchers to alter almost any gene or modulate its function in human or mammalian cell-lines.

Horizon Discovery Group offers an extensive range of catalogue products and related research services to support a greater understanding of the function of genes across all species and the genetic drivers of human disease and the development of personalised molecular, cell and gene therapies. These have been adopted by over 10,000 academic, drug discovery, drug manufacturing and clinical diagnostics customers around the globe, as well as in the Company's own R&D pipeline.

Horizon Discovery Group is headquartered in Cambridge, UK, and is listed on the London Stock Exchange's AIM market under the ticker "HZD".

RULE 26.1 DISCLOSURES

In accordance with Rule 26.1 of the Code, a copy of this announcement will, subject to certain restrictions relating to persons resident in restricted jurisdictions, be available on Horizon Discovery Group's website at https://www.horizondiscovery.com/about-us/investor-relations by no later than 12 noon (London time) on the business day following the release of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement. The person responsible for arranging for the release of this announcement on behalf of Horizon Discovery Group is Richard Vellacott.

IMPORTANT NOTICES

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities or the solicitation of any vote or approval in any jurisdiction. Any offer (if made) will be made solely by certain offer documentation which will contain the full terms and conditions of any offer (if made), including details of how such offer may be accepted. This announcement has been prepared in accordance with English law and the Code, and information disclosed may not be the same as that which would have been prepared in accordance with laws outside of the United Kingdom. The release, distribution or publication of this announcement in jurisdictions outside of the United Kingdom may be restricted by laws of the relevant jurisdictions, and therefore persons into whose possession this announcement comes should inform themselves about, and observe, any such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.

Evercore Partners International LLP ("Evercore"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as financial adviser for Horizon Discovery Group 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 in this announcement and will not be responsible to anyone other than Horizon Discovery Group for providing the protections afforded to clients of Evercore, nor for providing advice in relation to any matter referred to herein.

Numis Securities Limited ("Numis"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting solely for Horizon Discovery Group as joint financial adviser, broker and NOMAD and for no one else in relation to the possible offer, the content of this announcement and other matters described in this announcement, and will not be responsible to anyone other than Horizon Discovery Group for providing the protections afforded to the clients of Numis or for providing advice to any other person in relation to the possible offer, the content of this announcement or any other matters described in this announcement.

RULE 2.9 REQUIREMENT

In accordance with Rule 2.9 of the Code, the Company confirms that it has in issue 149,091,182 ordinary shares of 1 pence each, with ISIN Number GB00BK8FL363, which carry voting rights of one vote per share.

DISCLOSURE REQUIREMENTS OF THE TAKEOVER CODE

Under Rule 8.3(a) of the Code, any person who is interested in 1 per cent. 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 per cent. 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 of the Code. 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 of the Code.

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 of the Code).

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.