Biogen Idec increases its offer to $17.50 for purchase of Facet Biotech shares

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.

Biogen Idec’s tender offer to acquire all of the outstanding shares of Facet Biotech for $17.50 per share in cash expires at 12:00 midnight New York City time on December 16, 2009. This will be the last opportunity for you and other Facet stockholders to tender your shares and thereby send your Board a message that should not be ignored.

There Are No Obstacles to Completion – Other Than the Necessary Action of Your Board to Redeem the Share Purchase Rights and Permit Us to Purchase Shares in the Offer

This best-and-final offer is not subject to any financing contingency and the applicable waiting period under the Hart-Scott Rodino Antitrust Improvements Act has expired. We do not foresee any additional regulatory impediments to the completion of our tender offer. But for the failure of your Board to approve our offer and redeem the share purchase rights, we have a clear path to completion.

A Show of Support for Our $17.50 Per Share, All-Cash Offer Cannot In Good Faith Be Ignored by Your Board

With a strong showing of stockholder support for an acquisition by Biogen Idec, we would hope your Board would do the right thing and listen to the explicit wishes of its stockholders. However, if the Facet Board refuses to act, or if stockholders fail to tender a majority of the outstanding shares by 12:00 midnight New York City time on December 16, 2009, we will allow our tender offer to expire.

Sincerely,

James C. Mullen

President and Chief Executive Officer

Source:

 Biogen Idec

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