Facet Stockholders Encouraged to Tender Their Shares by
If Facet Board Refuses to Act, or If Facet Stockholders Do Not
Demonstrate Their Support for
Dear Facet Biotech Stockholder:
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
The all-cash price
Biogen Idec’s tender offer to acquire all of the outstanding shares
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
With a strong showing of stockholder support for an acquisition by
President and Chief Executive Officer
The complete terms and conditions of the tender offer are described in
the Offer to Purchase and related Letter of Transmittal that
Statement on Cautionary Factors
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell securities of
No assurance can be given that the proposed transaction described in this press release will be successfully completed, or completed on the terms proposed or any particular schedule, that the proposed transaction will not incur delays in obtaining any approvals required for a transaction or that we will realize the anticipated benefits of any proposed transaction.
Any statements made in this press release that are not statements of historical fact, including statements about our beliefs and expectations, including the proposed acquisition of Facet, are forward-looking statements within the meaning of the federal securities laws and should be evaluated as such. Forward-looking statements include statements that may relate to our plans, objectives, strategies, goals, future events, future revenues or performance, and other information that is not historical information. 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.
Although we believe that these forward-looking statements and projections are based on reasonable assumptions at the time they are made, you should be aware that many factors could cause actual results or events to differ materially from those expressed in the forward-looking statements and projections. Factors that may materially affect such forward-looking statements include: our ability to successfully complete any proposed transaction or realize the anticipated benefits of a transaction; delays in obtaining any approvals required for the transaction, or an inability to obtain them on the terms proposed or on the anticipated schedule; and other factors described generally in Biogen Idec’s periodic reports filed with the Commission. Forward-looking statements, like all statements in this press release, speak only as of the date of this press release (unless another date is indicated). Unless required by law, we do not undertake any obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.
Biogen Idec Media:
Amy Reilly 617-914-6524
Associate Director, Public Affairs
Biogen Idec Investor Relations:
Eric Hoffman, 617-679-2812
Director, Investor Relations