Fairness opinionsDiagnostics / Life Sciences2023

Abcam acquired by Danaher: fairness opinion by Morgan Stanley and Lazard

Announced August 28, 2023 · Scheme of arrangement · All cash · 6-K filed October 5, 2023
Diagnostics / Life Sciences Life Sciences
Enterprise value
$5.7B
EV / LTM EBITDA
29.1x
EBITDA $196M · 38% margin
EV / LTM revenue
11.05x
revenue $516M
DCF discount rate
8.9%–10.8%
Perpetuity growth

Deal terms

ConsiderationAll cash
Price per share$24.00
Premium39.0%
Premium basisClosing price per Abcam ADS of $17.23 on 16 May 2023 (undisturbed price prior to founder's press release)
StructureScheme of arrangement
Termination fee
Reverse termination fee
Go-shopNone
Outside date
Filing6-K · EDGAR index

Implied value per share by method vs. $24.00 offer

Selected companies — AV / Estimated 2023 EBITDA (Morgan Stanley) $13.85 – $20.65
Selected companies — AV / Estimated 2024 EBITDA (Morgan Stanley) $17.70 – $22.65
Precedent transactions — AV / LTM EBITDA (applied to Abcam LTM EBITDA as of 30 September 2023) (Morgan Stanley) $14.70 – $22.60
Discounted cash flow (Morgan Stanley) $19.15 – $30.00
Historical Trading Range (52-week period preceding 16 May 2023) (Morgan Stanley) $12.60 – $17.90
Equity Research Analysts' Price Targets (Morgan Stanley) $17.00 – $25.00
Illustrative Future Share Price Analysis (Morgan Stanley) $22.10 – $28.30
Illustrative Leveraged Buyout Analysis (Morgan Stanley) $15.05 – $21.70
Premia Paid Analysis (Morgan Stanley) $20.70 – $23.45

Ranges as disclosed in the banker’s summary of analyses; the red line marks the per-share consideration.

Opinion of Morgan Stanley to the target board

Delivered August 26, 2023

Discounted cash flow assumptions

Discount rate8.9%–10.8%
BasisAbcam's estimated weighted average cost of capital (WACC)
Terminal valuePerpetuity growth
Perpetuity growth3.0%–4.0%
Exit multiple
Projection period2023E-2034E
Projections usedManagement Projections (Long Range Plan 2022A-2030E with management extrapolation 2031E-2034E)
Implied value per share$19.15–$30.00

Unlevered free cash flows for CY2023-2034; terminal value via perpetual growth applied to UFCF after 2034; values discounted to reflect premium versus unaffected share price as of 16 May 2023.

Selected public companies (8)

Sartorius AG · Waters Corporation · Bio-Techne Corporation · Maravai LifeSciences Holdings, Inc. · Repligen Corporation · Qiagen N.V. · Revvity, Inc. · Agilent Technologies, Inc.

MultiplePeer lowPeer medianPeer highRange appliedImplied per share
AV / Estimated 2023 EBITDA 17.3x–25.5x $13.85–$20.65
AV / Estimated 2024 EBITDA 16.2x–20.6x $17.70–$22.65

Selected precedent transactions (13)

DateTargetAcquirerMultiple
2022-08Albumedix Ltd.Sartorius AG
2021-12PeproTech, Inc.Thermo Fisher Scientific, Inc.
2021-08BioVision, Inc.Abcam
2021-07BioLegend Inc.PerkinElmer, Inc.
2021-01Oxford Immunotec USA, Inc.PerkinElmer, Inc.
2021-06Aldevron LLCDanaher
2021-06BBI GroupNovo Holdings A/S
2021-05Nexcelom BiosciencePerkinElmer, Inc.
2021-04PPD, Inc.Thermo Fisher Scientific, Inc.
2020-11Horizon Discovery Group plcPerkinElmer, Inc.
2019-11LGC GroupCinven Limited/Astorg Advisory LLC
2019-07BioTek InstrumentsAgilent Technologies, Inc.
2018-03Integrated DNA Technologies, Inc.Danaher
MultipleLowMedianHighRange appliedImplied per share
AV / LTM EBITDA (applied to Abcam LTM EBITDA as of 30 September 2023) 20.0x–30.4x $14.70–$22.60

Other analyses

AnalysisSummaryImplied per share
Historical Trading Range (52-week period preceding 16 May 2023)For reference only; closing trading price of Abcam ADSs ranged from $12.60 to $17.90.$12.60–$17.90
Equity Research Analysts' Price TargetsFor reference only; price targets from six equity research analysts as of 23 August 2023, excluding SVB Financial Group's $40.00 outlier; undiscounted range $17.00-$25.00.$17.00–$25.00
Illustrative Future Share Price AnalysisFor reference only; future share price as of December 2025 using a range of EV/NTM EBITDA multiples applied to estimated 2026 Adjusted EBITDA from the Management Projections, discounted at a 10% cost of equity.$22.10–$28.30
Illustrative Leveraged Buyout AnalysisFor reference only; assumed required IRR of 20.0%-25.0%, 6.0x gross leverage at SOFR + 6%, exit multiple of 17.5x-22.5x LTM EBITDA after a five-year holding period.$15.05–$21.70
Premia Paid AnalysisFor reference only; premia in seven life sciences tools and diagnostics M&A transactions prior to 14 April 2021 with announced value of $1bn+; applied 25th and 75th percentile premia of approx. 20% and 36% to the unaffected share price of $17.23 as of 16 May 2023.$20.70–$23.45

Engagement letter dated 20 July 2023; fee for financial advisory services all contingent upon closing of the Transaction. Morgan Stanley will also receive an advisory fee for past services rendered in connection with the previously proposed shareholder-vote solicitation, payable upon closing. Morgan Stanley has provided financial advisory and financing services to Danaher in the prior two years and received fees.

Opinion of Lazard to the target board

Delivered August 26, 2023
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Management projections

Projection yearYear 1Year 2Year 3Year 4Year 5CAGR
Revenue$600M$686M$784M$893M$1.0B13.9%
Revenue growth16.3%14.3%14.3%13.9%13.0%
EBITDA$266M$321M$387M$451M$521M18.3%
EBITDA growth35.7%20.7%20.6%16.5%15.5%
EBITDA margin44%47%49%51%52%
Implied EV / EBITDA21.4x17.8x14.7x12.6x10.9x

Year-1 growth is against LTM at announcement ($516M revenue, $196M EBITDA); later years are year over year.

Abcam management prepared the "Management Projections" based on the Long Range Plan approved by the Abcam Board on 11 July 2023, covering calendar years 2023 through 2034 (Long Range Plan for 2022A-2030E, management extrapolation for 2031E-2034E), provided in GBP and converted at 1 GBP:1.20 USD. Revenue grows from £430m ($516m) in 2023E to £1,360m ($1,633m) in 2034E, with Adjusted EBITDA rising from £163m ($196m) to £731m ($877m) and Adjusted EBIT from £124m ($149m) to £662m ($794m). Unlevered free cash flow (derived from the projections and approved for use by Morgan Stanley and Lazard) grows from $103m in 2023E to $574m in 2034E; these were the only projections used by both advisers.

Process notes

UK scheme of arrangement for a Nasdaq-listed UK company; consideration in USD per Scheme Share/ADS. Two joint financial advisers (Morgan Stanley and Lazard) each delivered oral opinions on 26 August 2023, confirmed in writing the same date, to the Abcam Board; Lazard's analyses appear in paragraph 9, which was truncated from the provided sections. Deal followed a publicly announced Strategic Review and competitive sale process involving 33 potential buyers; Danaher's $24.00 was the highest price offered. Context includes shareholder activism by founder Jonathan Milner, who announced on 17 May 2023 an intention to call an EGM to become Executive Chairman; the 16 May 2023 price of $17.23 is used as the unaffected price. Termination payments: GBP 45 million payable by Abcam (approx. 1% of equity value) and GBP 227 million reverse payment by Danaher on certain antitrust/regulatory failures (amounts stated in GBP, not USD).

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