2nd UPDATE:Facet Again Shuns Biogen Offer, Adopts Poison Pill
09 September 2009 - 3:08AM
Dow Jones News
Facet Biotech Corp. (FACT) again shunned Biogen Idec Inc.'s
(BIIB) approaches Tuesday, calling its $356 million takeover offer
"inadequate" and "not in the best interest" of shareholders.
The cash-rich Redwood City, Calif., biotech company argued that
Biogen's $14.50-a-share offer doesn't put much value on its product
pipeline and operations. Facet contends that Cambridge, Mass.-based
Biogen is trying to cheaply acquire the full rights to daclizumab,
a multiple-sclerosis treatment in development by the companies.
In response, Facet has adopted a poison-pill plan to prevent a
hostile takeover attempt, but Wall Street analysts project Biogen
taking a friendlier approach and raising its offer closer to $20 a
share in order to close the deal.
A Biogen spokeswoman declined to comment.
The companies have worked together since 2005 on treatments for
multiple sclerosis and solid tumors, but Biogen made its interest
in buying Facet public on Friday after Facet rejected earlier
takeover approaches.
Facet's stock jumped the $14.50 offer price on Friday, an
indication that investors expect a higher bid to be on the way.
Facet shares recently traded up 5.7% to $16.25, while Biogen shares
rose 39 cents to $51.40.
In a statement, Facet Chief Executive Faheem Hasnain highlighted
that the company's substantial cash holdings, at $371.1 million as
of June 30, means that Biogen's offer "places no value on the
operating and other assets of the company."
Analyst Jason Zhang with BMO Capital Markets estimates that
Facet currently has closer to $288 million, or $11 a share, in cash
when factoring in lease obligations and payments made to Trubion
Pharmaceuticals Inc. (TRBN) under a recent collaboration
agreement.
But acquiring Facet would relieve Biogen from having to make a
$30 million milestone payment upon the beginning of a planned
late-stage trial early next year for daclizumab.
Over the long term, acquiring Facet would save Biogen up to $630
million in potential future milestone payments to Facet, Zhang
noted. Biogen would also be eligible to receive up to $680 million
from Bristol-Myers Squibb Co. (BMY) related to the development of
elotuzumab, an experimental multiple-myeloma treatment, but Biogen
could also be liable to pay up to $177 million in payments to
Trubion.
"We believe Biogen may have to increase its offer to [about] $20
per share to better reflect Facet's pipeline value," Zhang said,
noting that recent early data on daclizumab may have sparked
Biogen's interest.
Hasnain said "it does not appear to be a coincidence" that
Biogen made its offer within weeks of the companies' decision to
start the Phase III trial for daclizumab. Hasnain called that move
a "positive development" which hasn't been reflected in its stock
price.
Oppenheimer analyst Bret Holley agrees that Biogen seems to be
trying to obtain full right to daclizumab "on the cheap" but sees a
"reasonable probability" that a higher offer will materialize.
Holley believes that buying Facet for less than $20 a share
would be an "incremental positive" for Biogen.
Meanwhile, Facet is intent on stopping Biogen from going hostile
and taking its lower offer directly to shareholders. It enacted a
shareholder-rights plan to prevent any person or group from
acquiring more than 15% of Facet's common stock without board
approval.
Hasnain said the move was prompted by Biogen's "unsolicited and
aggressive actions" and to ensure that the board has enough time to
consider the best interests of shareholders.
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. After the spinoff, Facet had $405 million
in cash to fund its operations for a number of years while it
attempts to develop its pipeline.
-By Thomas Gryta, Dow Jones Newswires; 212-416-2169;
thomas.gryta@dowjones.com