Biogen Idec threatens proxy battle for Facet

With the clock ticking to a midnight tender offer deadline today, Biogen Idec threatened to get out the brass knuckles to complete its bid to acquire Facet Biotech. If it gets a majority of Facet's shares, Biogen Idec announced, it would mount a proxy contest to replace a majority of the board and complete the acquisition. If it doesn't get a majority, it will drop its $17.50 per share offer.

Facet's board, though, isn't wavering. Board members spurned Biogen's sweetened bid, saying it still isn't enough, and worked a deal to allow its biggest shareholder, the Biotechnology Value Fund, to bump its stake in the company to 20 percent--up from the 14.7 percent it currently owns. And BVF, chortled Facet, isn't tendering its shares to Biogen.

Biogen's offer, says Facet CEO Faheem Hasnain, "materially undervalues the assets of the company, overstates the liabilities and demonstrates an incomplete understanding of our pipeline and technologies."    

Biogen Idec has been waging the takeover fight to gain complete ownership of two key programs partnered with Facet: the MS drug daclizumab and the cancer therapy volociximab. Facet's shares are up 75 percent for the year. And the developer--which spun off a year ago from PDL, taking a hoard of cash and its development deals--says that other parties interested in buying the company have been doing their due diligence.

- read Facet's release
- see Biogen's release
- check out the story from Bloomberg
- here's the Wall Street Journal report