Abbott Enhances Pharmaceutical Pipeline with Acquisition of Facet BiotechBy Abbott, PRNE
Monday, March 8, 2010
Provides Promising Biologic Intended to Treat Multiple Sclerosis and Compounds that Complement Abbott's Existing Diverse Oncology Program
ABBOTT PARK, Illinois and REDWOOD CITY, California, March 9, 2010 - 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
US$27 per share in cash for a net transaction value of approximately US$450
million, which includes a purchase price of approximately US$722 million less
Facet's projected cash and marketable securities at closing of approximately
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
"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 US$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
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
Abbott 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.
Abbott's news releases and other information are available on the
company's Web site at www.abbott.com.
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
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.
Media, Melissa Brotz, +1-847-935-3456, or Scott Stoffel, +1-847-936-9502, or Investors, Larry Peepo, +1-847-935-6722, all of Abbott; or Facet Media, Cindy Leggett-Flynn, +1-212-333-3810, or Facet Investors, Jean Suzuki, +1-650-454-2648
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