Abbott announces definitive agreement to acquire Facet Biotech

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.