Press Release
Abbott Enhances Pharmaceutical Pipeline with Acquisition of Facet Biotech
- Provides Promising Biologic Intended to Treat Multiple Sclerosis and
Compounds that Complement Abbott's Existing Diverse Oncology Program
March 9, 2010
Abbott Park, Illinois and Redwood City, California — Abbott (NYSE: ABT)
and Facet Biotech Corporation (Nasdaq: FACT)
announced today a definitive agreement for Abbott to acquire Facet, enhancing
Abbott's early- and mid-stage pharmaceutical pipeline. Abbott will acquire
Facet for $27 per share in cash for a net transaction value of approximately
$450 million, which includes a purchase price of approximately $722 million
less Facet's projected cash and marketable securities at closing of
approximately $272 million.
The acquisition brings access to biologics in two key therapeutic areas,
immunology and oncology. The compounds include daclizumab – a Phase II
investigational biologic intended to treat multiple sclerosis (MS) that is
expected to move into Phase III development in the second quarter 2010 – and
oncology compounds in early- to mid-stage development. Daclizumab is being
developed in collaboration with Biogen Idec and certain oncology compounds are
being developed in collaboration with other parties.
"This acquisition will further strengthen Abbott's biologics
capabilities and pharmaceutical pipeline," said John Leonard, M.D., senior
vice president, global pharmaceutical research and development, Abbott.
"Daclizumab is a promising treatment for multiple sclerosis, a disease that
has a significant unmet medical need, and has the potential to become an
important treatment option for patients. We continue to explore multiple
mechanisms to treat autoimmune diseases and cancer with both biologic and small
molecule approaches."
"We believe this transaction provides full and fair value for our
stockholders and validates the potential of Facet's clinical and technology
assets, all of which has resulted from the effort and dedication of our
employees," said Faheem Hasnain, president and chief executive officer,
Facet Biotech. "Abbott's depth of expertise in immunology and oncology
makes it an excellent organization to maximize the full potential of these
promising clinical programs and technologies."
Multiple sclerosis is an inflammatory disease of the central nervous system
affecting more than 1 million people worldwide, and is characterized by lesions
in the brain and spinal cord. Daclizumab is a humanized antibody that binds to
the high affinity IL-2 receptor and selectively inhibits this receptor on
activated T cells. Studies to date have shown that daclizumab may reduce the
inflammatory lesions associated with MS and has the potential to offer enhanced
efficacy over many existing MS therapies along with a favorable safety
profile.
Facet's oncology collaborations include early- and mid-stage compounds that
are being studied to treat different types of cancer, including multiple
myeloma and chronic lymphocytic leukemia.
These novel compounds in development complement Abbott's leading-edge
research in oncology, which includes three compounds in mid- to late-stage
trials: ABT-263, a Bcl-2 family protein antagonist; ABT-888, a PARP inhibitor;
and ABT-869, a multi-targeted kinase inhibitor.
Abbott is also advancing treatments for conditions such as Alzheimer's
disease, schizophrenia, hepatitis C and pain.
Under the terms of the agreement, Abbott will promptly commence a tender
offer to purchase all outstanding shares of Facet Biotech at $27 per share. The
closing of the tender offer is conditioned on the tender of a majority of the
outstanding shares of Facet's common stock on a fully diluted basis and the
satisfaction of regulatory and other customary conditions. The transaction has
been approved on behalf of the boards of directors of Facet and Abbott.
Approval of the transaction by Abbott's shareholders is not required.
The transaction is expected to close in the second quarter of 2010. Abbott
would expect to incur one-time specified charges following the closing of the
acquisition, which will be defined at a later date. This transaction does not
impact Abbott's previously issued ongoing earnings-per-share guidance for
2010.
Centerview Partners served as financial advisor to Facet Biotech and
rendered a fairness opinion to Facet Biotech's board of directors in connection
with the transaction.
About Facet Biotech
Facet Biotech is a biotechnology company dedicated to advancing its pipeline
of five clinical-stage products focused in multiple sclerosis and oncology,
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. Facet Biotech has development collaborations with Biogen
Idec, Bristol-Myers Squibb Company and Trubion Pharmaceuticals. For additional
information about the company, please visit www.facetbiotech.com.
About Abbott
Abbott (NYSE: ABT)
is a global, broad-based health care company devoted to the discovery,
development, manufacture and marketing of pharmaceuticals and medical products,
including nutritionals, devices and diagnostics. The company employs
approximately 83,000 people and markets its products in more than 130
countries.
Additional Information
The tender offer for shares of Facet Biotech Corporation described in this
press release has not yet commenced. This press release is neither an offer to
purchase nor a solicitation of an offer to sell securities. At the time the
tender offer is commenced, Abbott will file a tender offer statement (including
an offer to purchase, letter of transmittal and related tender offer documents)
with the U.S. Securities and Exchange Commission (SEC) and Facet Biotech will
file with the SEC a solicitation/recommendation statement with respect to the
offer. Stockholders of Facet Biotech are strongly advised to read the tender
offer statement and the related solicitation/recommendation statement, because
they will contain important information that stockholders should consider
before making any decision regarding tendering their shares. The tender offer
statement and certain other offer documents, as well as the
solicitation/recommendation statement, will be made available to all
stockholders of Facet Biotech at no expense to them. These documents will be
available at no charge on the SEC's web site at http://www.sec.gov.
Facet Biotech Forward Looking Statement
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. The factors include risks and uncertainties associated with
the tender offer, including uncertainties as to the timing of the tender offer
and merger, uncertainties as to how many of Facet Biotech's stockholders will
tender their shares in the offer, the risk that competing offers will be made,
and the possibility that various closing conditions for the transaction may not
be satisfied or waived. 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 "Investor" section of Facet Biotech's
website at www.facetbiotech.com. Facet Biotech 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.
Abbott Forward Looking Statement
Some statements in this news release, including statements regarding the
anticipated closing of the above transaction and the effect on Abbott's
financial performance, may be forward-looking statements for purposes of the
Private Securities Litigation Reform Act of 1995. Abbott cautions that these
forward-looking statements are subject to risks and uncertainties that may
cause actual results to differ materially from those indicated in the
forward-looking statements. Among other things, these factors include the risk
that the acquisition will not be completed because the tender offer did not
proceed as anticipated or closing conditions to the acquisition were not
satisfied. Economic, competitive, governmental, technological and other factors
that may affect Abbott's operations are discussed in Item 1A, "Risk
Factors," to Abbott's Annual Report on Securities and Exchange Commission
Form 10-K for the year ended Dec. 31, 2009, and are incorporated by reference.
Abbott undertakes no obligation to release publicly any revisions to
forward-looking statements as a result of subsequent events or developments. To
the extent that Abbott's statements refer to the prospects of Facet Biotech's
business, such statements are qualified by Facet Biotech's forward looking
statement language appearing above.
Abbott Media:
Melissa Brotz
Scott Stoffel
|
(847) 935-3456
(847) 936-9502 |
Abbott Investors:
Larry Peepo |
(847) 935-6722 |
Facet Media:
Cindy Leggett-Flynn |
(212) 333-3810 |
Facet Investors:
Jean Suzuki |
(650) 454-2648 |
