Biogen Idec Inc. (NASDAQ:BIIB) today announced that it has increased its offer to purchase all of the outstanding shares of Facet Biotech Corporation (NASDAQ: FACT) to $17.50 per share in cash, representing an increase of $3.00 per share, or 21%, over its previous offer. The offer provides a premium of approximately 98% over the closing price of Facet Biotech’s common stock on September 3, 2009, the day before Biogen Idec announced its proposal to acquire all of the outstanding shares of Facet Biotech common stock. Biogen Idec’s “best-and-final” offer is described by the company in the following open letter to Facet Biotech stockholders:
December 3, 2009
Dear Facet Biotech Stockholder:
Biogen Idec today has increased its offer to purchase all of the outstanding shares of Facet Biotech Corporation to $17.50 per share in cash, representing an increase of $3.00 per share, or 21%, over our previous offer. The tender offer now provides a premium of approximately 98% over the closing price of Facet’s common stock on September 3, 2009, the day before we announced our proposal to acquire all of the outstanding shares of Facet common stock.
Over the past three months we have had conversations with certain Facet stockholders which lead us to believe there is strong sentiment to bring this process to a conclusion. As a result, this price increase represents our best-and-final offer to bring this to conclusion and eliminate the development risk for Facet shareholders.
Tendering your shares into this offer will send an unambiguous message to the Facet Board: that you, the owners of Facet, want to accept our offer.
Our Offer Presents a Clear Path for Facet Stockholders to Realize the
Value of Their Shares – Other Paths Entail Significant Risks
Over the past three months, your Board has rejected our all-cash proposal, yet has not provided a superior alternative or a compelling argument for continuing to operate as a stand-alone enterprise. If Facet allows our offer to expire without concluding a transaction, we believe the price of Facet stock will decline significantly toward pre-offer levels.
Taking into account its monthly cash “burn rate” and its significant lease obligations, Facet does not have the cash to fund its operations beyond 2012, well before completion of the daclizumab clinical program, without obtaining additional financing, which we believe will be dilutive.
We already own a 50% interest in daclizumab, the drug Biogen Idec is jointly developing with Facet for the treatment of relapsing multiple sclerosis (MS). We do not intend to overpay for the rest. If Facet stockholders choose not to accept our offer, they will bear 50% of the risks associated with the development of daclizumab and 100% of the risks associated with Facet’s interest in other development stage drugs.
The all-cash price Biogen Idec is offering represents a compelling opportunity for Facet’s stockholders to realize today the future value of your company without the associated clinical, regulatory, commercial, and financial risks.