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
ABBOTT PARK, Ill. and REDWOOD CITY, Calif., March 9
/PRNewswire-FirstCall/ -- 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 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.
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.
Posted: March 2010
