PDL BioPharma Declares $500 Million Special Cash Dividend and Announces Plan to Separate Its Biotechnology Operations
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REDWOOD CITY, CA, Apr 10 (MARKET WIRE) --
PDL BioPharma, Inc. (PDL) (NASDAQ: PDLI) announced today that its board of
directors has:
-- declared a special cash dividend of $4.25 per share of common stock,
payable to stockholders of record on May 5, 2008, using proceeds from
recent asset sales; and
-- decided that the company will separate its antibody humanization
royalty assets from its biotechnology operations to enable investors to
invest in and realize the benefits of each asset independently; to effect
this separation, PDL is planning to spin off its biotechnology assets into
a separate publicly traded entity.
"Consistent with our commitment to return the proceeds from our recent asset
sale transactions, we are pleased to declare this special cash dividend," said
Karen A. Dawes, chairperson of the board. "Further, following our stated plan
to
evaluate mechanisms to distribute to our stockholders the benefit of our
royalty stream, we are taking this definitive step of separating our
biotechnology operations from our antibody humanization royalty assets,
including such royalty revenues from all current and future licensed products.
With this plan to spin off the biotechnology operations, investors can
realize the value of each asset fully and independently."
PDL declared the special cash dividend following receipt of the proceeds
from the
company's recent sales of its commercial and cardiovascular products, and its
biologics
manufacturing facility. PDL will distribute approximately $502 million to
stockholders based on current shares outstanding. The record date and dividend
payment date will be May 5, 2008 and, pursuant to applicable Nasdaq rules, the
ex-dividend date will be May 6, 2008.
The biotechnology company resulting from the spin-off will continue to
leverage its core and novel antibody engineering technologies and develop its
promising antibody product pipeline. PDL expects to capitalize the new
company with approximately $375 million of cash at the completion of the
transaction. PDL expects that this initial capitalization, along with
potential milestone payments, non-humanization royalties and other
paymentsunder collaboration and other agreements, including the contingent
consideration
related to the company's sale of its cardiovascular products, would fund the
biotechnology spin-off for approximately three years based on the company's
current operating plans. As of December 31, 2007, and prior to the receipt
of the proceeds from recent asset sales, PDL's cash, cash equivalents,
marketable securities and restricted cash and investments totaled $440.8
million.
PDL does not expect the spin-off to change the recently announced
organizational structure supporting its biotechnology operations.
Following the spin-off of the biotechnology company, PDL BioPharma will
continue to hold the rights to antibody humanization royalty revenues from all
current and future licensed products. The company plans to distribute future
antibody humanization royalty revenues, net of any operating expenses, debt
service
and income taxes, to its stockholders and does not intend to make any
acquisitions or engage in any material capital expenditures. PDL believes the
separation will enhance its ability to sell or securitize all or part of such
antibody royalties, either before or after the spin-off, should it decide to
do so. PDL's outstanding convertible notes would remain as obligations of the
company. PDL expects that it would require a nominal number of employees to
support its intellectual properties and provide for essential reporting and
managementfunctions of a public company.
PDL anticipates 2008 royalty revenues to be $240 million to $260 million.
PDL's
royalty revenues for the full year 2007 were $221.1 million, which were earned
on worldwide net sales of eight antibody products licensed under PDL's antibody
humanization patents: Avastin(R), Herceptin(R), Xolair(R), Raptiva(R) and
Lucentis(R) antibody products from Genentech, Inc.; Synagis(R) antibody product
from
MedImmune, Inc.; Tysabri(R) antibody product from Elan Pharmaceuticals, Inc.;
and Mylotarg(R) antibody product from Wyeth. PDL also expects to receive
royalty revenues on potential future sales of Actemra(R) from Hoffmann La-Roche
and
Cimzia(R) from UCB S.A., two antibody products that are licensed under the
company's humanization patents, should these products be approved for marketing.
PDL expects that the separation of its assets will be completed by the end
of
2008. Additional details regarding the structure, leadership and financial
operations of the two separate companies that would result from the spin-off
transaction will be disclosed at a later time.
Tax Implications
The tax treatment of the special cash dividend to stockholders will depend
upon
PDL's 2008 results and will be provided to stockholders of record by January
31, 2009.
The spin-off by PDL of the new biotechnology company will not qualify for
tax-free treatment. As a result, PDL would recognize taxable gain, if
any,in connection with the spin-off to the extent that the fair market value
ofthe new company's stock, which would be based on its trading price after the
spin-off, exceeds PDL's tax basis in the assets transferred to the new
company. As with the special cash dividend, the tax treatment of the
stockdistribution to PDL stockholders will depend upon PDL's 2008 results,
including
any gain recognized by PDL on the distribution, and will be provided to
stockholders of record by January 31, 2009.
Conference Call Today
Members of PDL's board and management team will hold a conference call today
at 2:30 p.m. PT/5:30 p.m. ET to respond to questions from the investment
community regarding today's announcement. A webcast of the conference call
will be available through the PDL website: http://www.pdl.com.
Forward-Looking Statements
This press release contains forward-looking statements, including
regarding
PDL's:
-- Plan to separate certain royalty and biotech assets and liabilities
through a taxable spin-off of its biotechnology assets and expectation
that the spin-off is expected to be consummated by the end of 2008;
-- Expectations regarding assets and liabilities to be transferred to the
biotechnology spin-off;
-- Expectations regarding the initial cash funding for the spin-off and
the period of time the initial capitalization would fund the operations of
the biotechnology spin-off;
-- The possibility of selling or securitizing PDL's antibody humanization
royalty assets; and
-- Expectations regarding royalty revenues from potential future sales,
including expectations of royalties from Roche's Actemra antibody product
and UCB's Cimzia antibody product.
Each of these forward-looking statements involves risks and
uncertainties.Actual results may differ materially from those, express or
implied, in
these forward-looking statements. Factors that may cause differences between
current
expectations and actual results include, but are not limited to, the
following:
-- The failure to obtain necessary consents from third parties could
delay or make impractical to effect a spin off of PDL's biotechnology
assets;
-- Changes in development or operations plans could affect the initial
cash funding needed to adequately capitalize the biotechnology entity;
-- PDL may not be able to negotiate a sale or securitization of its
antibody humanization royalty assets on terms acceptable to it, or at all;
-- Roche's Actemra antibody product or UCB's Cimzia antibody product may
not be approved for marketing and PDL would not receive any royalty revenue
with respect to these antibody products;
-- Even if Roche's Actemra antibody product or UCB's Cimzia are approved
for marketing, the royalties PDL may receive from these antibody products
could be adversely impacted by the lack of market penetration, availability
of drug supply, changes in the markets for these products due to
alternative treatments, other actions by competitors or regulatory actions;
and
-- Alternative transactions or opportunities could arise or be pursued
which would alter the timing or advisability of anticipated or planned
transactions.
Other factors that may cause PDL's actual results to differ
materially from those expressed or implied in the forward-looking statements
in this press release are discussed in PDL's filings with the Securities and
ExchangeCommission (SEC), including the "Risk Factors" sections of its annual
and
quarterly reports filed with the SEC. Copies of PDL's filings with the SEC
may be obtained at the "Investors" section of PDL's website at
http://www.pdl.com. PDL expressly disclaims any obligation or undertaking to
release
publicly any updates or revisions to any forward-looking statements contained
herein to
reflect any change in PDL's expectations with regard thereto or any change in
events,
conditions or circumstances on which any such statements are based for any
reason, except as required by law, even as new information becomes available
or other events occur in the future. All forward-looking statements in this
press release are qualified in their entirety by this cautionary statement.
About PDL
PDL BioPharma, Inc. is a biopharmaceutical company focused on the
discoveryand development of novel antibodies in oncology and select immunologic
diseases. For
more information, please visit http://www.pdl.com.
NOTE: PDL BioPharma and the PDL BioPharma logo are considered trademarks
ofPDL BioPharma, Inc. Herceptin, Avastin, Lucentis and Raptiva are
registeredU.S. trademarks of Genentech, Inc. Xolair is a registered trademark
of
Novartis AG. Synagis is a registered trademark of MedImmune, Inc.
Mylotargis a registered trademark of Wyeth. Tysabri is a registered trademark
of
Elan Pharmaceuticals, Inc. Cimzia is a registered trademark of UCB Pharma S.A.
Actemra is a registered trademark of Chugai Seiyaku Kabushiki Kaisha
Corporation.
Contacts:
Kathleen Rinehart (Media)
(650) 454-2543
Email Contact
Jean Suzuki (Investors)
(650) 454-2648
Email Contact
Copyright 2008, Market Wire, All rights reserved.
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