2nd UPDATE: Biogen Idec Offers $356 Million For Facet Biotech
September 04 2009 - 1:55PM
Dow Jones News
Biogen Idec Inc. (BIIB) went public with a $356 million
unsolicited offer Friday for drug developer Facet Biotech Corp.
(FACT), after claiming that the smaller company shunned earlier
attempts to reach a deal.
The $14.50-a-share offer for the Redwood City, Calif., company
brings a 64% premium to Thursday's closing price. Shares were
halted for news, last trading Friday at $8.79. Biogen shares rose
2.1% to $50.97.
Facet officials weren't immediately available to comment on the
offer.
Notably, the offer by Biogen, a Cambridge, Mass., biotechnology
company, is close to the amount of cash that Facet holds on its
balance sheet, which may make it hesitate to agree such a deal.
"That is not going to get a deal done," said BMO Capital Markets
analyst Jason Zhang, who has a $14 price target on the company,
based mostly on its cash holdings.
"Our belief is that the price we are offering ascribes
appropriate value," said Biogen spokeswoman Jennifer Neiman.
Aside from the cash holdings and clinical programs, Biogen
factored Facet's obligations under a lease agreement and its recent
collaboration with Trubion Pharmaceuticals Inc. (TRBN) that could
pay out up to $176.5 million in milestone payments. In April, Facet
disclosed that it had "significant lease and other obligations" in
responding to activist shareholders who had pushed for the
liquidation of the company, citing its large cash reserves.
Facet was spun off from PDL BioPharma Inc. (PDLI) in December in
order to separate the company's biotech assets from its
royalty-producing assets. PDL is essentially a shell company that
produces revenue from its patent portfolio and license
agreements.
After the spin-off, Facet had $405 million in cash in order to
fund its operations for a number of years while it attempts to
develop its pipeline. It has projected spending $110 million in
2009, and as of June 30 had $371.1 million.
That amounts to $15.12 a share in cash, based on its 24.5
million shares outstanding. Under the company's collaboration deal
with Trubion Pharmaceuticals, Facet will pay $20 million upfront
and make a $10 million investment in Trubion.
Zhang declined to estimate how much Biogen might have to pay to
close the deal for Facet, but said he believes a tie-up makes sense
because of the companies' previous relationship.
The two companies have worked together since 2005 on treatments
for multiple sclerosis and solid tumors.
According to Biogen, it first expressed interest in Facet in
mid-August, offering $15 a share and urging it to not undertake any
material transactions.
Biogen contends that Facet rejected its offer and subsequently
signed the deal with Trubion.
Biogen said it believes that the Trubion agreement "reduces the
value of Facet, as apparently do Facet's investors," citing a 22%
drop in its stock price since the deal. It also pointed to the deal
in explaining its lowered $14.50-a-share offer.
-Thomas Gryta, Dow Jones Newswires; 212-416-2169;
thomas.gryta@dowjones.com
(Jay Miller contributed to this story)