Biogen Idec offers to completely acquire Facet

Sep 5 2009

Biogen Idec Inc. (NASDAQ:BIIB) today announced that it has submitted a proposal to the Board of Directors of Facet Biotech Corporation (NASDAQ:FACT) to acquire all of the outstanding shares of Facet for $14.50 per share in cash. The all-cash offer represents a premium of approximately 64% over the closing price of Facet’s common stock on September 3, 2009.

In a letter to Facet’s Board of Directors, Biogen Idec’s President and Chief Executive Officer James C. Mullen stated that Biogen Idec believes the transaction makes compelling business sense for both companies and is in the best interests of their respective shareholders. The letter underscored that the $14.50 per share, all-cash offer represents an extremely attractive opportunity for Facet’s shareholders to realize today the future value of their company. Mr. Mullen also stated that Biogen Idec believes the transaction would enable the important multiple sclerosis and solid tumor clinical programs that the companies have been working on in collaboration for nearly four years to have the best chance of reaching the market and improving patients’ lives.

Biogen Idec and Facet have been working together since 2005 under a collaboration agreement pursuant to which they have been jointly developing daclizumab for the treatment of relapsing multiple sclerosis and volociximab (M200) for the treatment of solid tumors.

Biogen Idec’s proposal is not subject to any financing contingency or approval by Biogen Idec shareholders. Biogen Idec has asked to meet with the Facet Board and its advisors and stated that it is prepared to commit all necessary resources to complete a transaction expeditiously.

Biogen Idec has engaged Leerink Swann LLC as financial advisor and Wachtell, Lipton, Rosen & Katz as legal counsel in connection with the proposed transaction.

Biogen Idec’s interest in acquiring Facet was first conveyed on August 17, 2009 by Mr. Mullen to Faheem Hasnain, President and Chief Executive Officer of Facet. That interest was confirmed in a letter sent to Mr. Hasnain and the Board of Directors of Facet on August 21 proposing a purchase price of $15.00 per share. The August 21 letter stated that it was very important to Biogen Idec that Facet not undertake any material commercial or strategic transactions prior to the consummation of a transaction with Biogen Idec. On August 28, Facet announced a collaboration with Trubion Pharmaceuticals, which Biogen Idec believes reduces the value of Facet, as apparently do Facet’s investors, as evidenced by the 22% reduction in Facet’s stock price since announcing the Trubion collaboration.