Facet Biotech's Board of Directors Reiterates Recommendation That Stockholders Not Tender at $17.50 per Share
Enters Into agreement With Biotechnology Value Fund, Facet Biotech's Largest Stockholder, to Allow Purchase of Additional Shares Beyond 15 Percent Threshold
REDWOOD CITY, CA, Dec 15, 2009 (MARKETWIRE via COMTEX) -- The board of directors of Facet Biotech Corporation (NASDAQ: FACT) today reiterated its recommendation that stockholders not tender their shares into, and reject the unsolicited, revised conditional tender offer from Biogen Idec Inc. (NASDAQ: BIIB) to acquire all of the outstanding shares of Facet Biotech common stock for $17.50 per share in cash.
Faheem Hasnain, president and chief executive officer of Facet Biotech, commented: "Our board, along with its advisors, determined that Biogen Idec's offer is inadequate and materially undervalues the assets of the company, overstates the liabilities and demonstrates an incomplete understanding of our pipeline and technologies. We strongly recommend that stockholders not tender their shares into the offer, and believe that tendering will hamper our efforts to obtain full and fair value on their behalf. The board and management team remain open to appropriate opportunities that would provide full and fair value for our stockholders, and which reflect the upside potential of the company's pipeline and technologies. The expiration of the tender offer would not mean that Facet Biotech's offer to enter into due diligence with Biogen Idec or discussions with other third parties ends. The board and management will remain open to opportunities that place an appropriate value on the company beyond December 16."
The basis for the board's recommendation is set forth in the amendment to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Facet Biotech on December 10, 2009 with the Securities and Exchange Commission (SEC).
The Company also announced that in response to a request from Biotechnology Value Fund (BVF), the Company's largest stockholder, Facet Biotech has agreed to amend its Rights Agreement to permit BVF to purchase a number of additional shares without the rights under the Rights Agreement becoming exercisable. BVF beneficially owned 3,683,521 shares of Facet Biotech common stock on December 15, 2009, which represents approximately 14.7 percent of the total shares outstanding on that date. The amendment will increase the ownership limit for BVF from 15 percent to 20 percent of the total outstanding shares of Facet Biotech common stock. As part of this arrangement, BVF has agreed that it will vote any shares it owns in excess of 15 percent of the outstanding common stock either in the same proportion as other Facet stockholders or in accordance with the recommendation of Facet's board, at BVF's election. BVF has informed the Company that it does not intend to tender its shares of common stock into Biogen Idec's $17.50 per share tender offer. A copy of the agreement entered into between Facet Biotech and BVF will be filed by the Company with the SEC on Form 8-K.
Centerview Partners is serving as financial advisor and Simpson Thacher & Bartlett LLP is serving as legal advisor to Facet Biotech.
Stockholders with questions about the board's recommendation or how to withdraw any tender of their shares may call MacKenzie Partners, Inc. at (800) 322-2885 (toll-free) or (212) 929-5500 (call collect), or by email to [email protected]
About Facet Biotech
Facet Biotech is a biotechnology company dedicated to advancing its pipeline of five clinical-stage products, leveraging its research and development capabilities to identify and develop new oncology drugs and applying its proprietary next-generation protein engineering technologies to potentially improve the clinical performance of protein therapeutics.
NOTE: Facet Biotech and the Facet Biotech logo are considered trademarks of Facet Biotech Corporation.
This press release contains forward-looking statements of Facet Biotech that are not historical facts. These forward-looking statements may be identified by words such as "anticipate," "expect," "suggest," "plan," "believe," "intend," "estimate," "target," "project," "could," "should," "may," "will," "would," "continue," "forecast," and other similar expressions. Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially from those, express or implied, in these forward-looking statements. Various factors may cause differences between current expectations and actual results, including risks and uncertainties associated with Biogen Idec's revised tender offer. Other factors that may cause Facet Biotech's actual results to differ materially from those expressed or implied in the forward-looking statements in this press release are discussed in Facet Biotech's filings with the Securities and Exchange Commission (SEC), including the "Risk Factors" sections of the Company's periodic reports on Form 10-K and Form 10-Q filed with the SEC. Copies of Facet Biotech's filings with the SEC may be obtained at the "Investors" section of Facet Biotech's website at www.facetbiotech.com. Facet Biotech's expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Facet Biotech's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based for any reason, except as required by law, even as new information becomes available or other events occur in the future. All forward-looking statements in this press release are qualified in their entirety by this cautionary statement.
Dan Burch/Larry Dennedy
Steve Lipin/Cindy Leggett-Flynn
SOURCE: Facet Biotech