Facet Alternate Director Slate Proposed
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Cash Dividend, Sale of Company Demanded
NEW YORK, March 30 /PRNewswire/ --
-- Alternate Slate Delivered to Facet: On March 26, 2009, a proposed
alternate slate of directors (the "Alternate Slate") was
delivered to Facet Biotech Corporation ("Facet," or the
"Company"; http://www.facetbiotech.com) CEO and President
Faheem Hasnain ("Mr. Hasnain"), and to the Facet Board of
Directors (the "Incumbent Board"), with a stated platform of
maximizing shareholder value via a substantial cash dividend followed
by
a sale of the Company. Facet apparently has determined not to make
immediate public disclosure to its owners that such an alternative to
the Incumbent Board now is available.
-- Alternate Slate Concern Heightened Following Dialog with Facet
Management: Following receipt of notice of the Alternate Slate, Mr.
Hasnain and CFO Andrew Guggenhime held a conference call with three
members of the Alternate Slate, including nominating shareholder Dr.
Roderick Wong. On the call, Dr. Wong expressed extreme
dissatisfaction
with the rapid cash-depleting business plan of the Company, expected
to
approach $100 million in 2009 alone. Moreover, the Alternate Slate
made
clear its view that a substantial cash dividend, followed by a sale of
the Company, is favored by a preponderance of Facet's owners.
Based on the unsatisfactory response from Facet management to these
presented views, the Alternate Slate determined it prudent to make
public disclosure of its formation and of its conference call with the
Company.
-- Immediate And Substantial Cash Dividend Of Up To $15 Per Share
Demanded:
Subject to a review of the Facet 2008 Form 10-K, which should be
released by the Company on March 31, 2009, the Alternate Slate is
seeking the immediate distribution of a substantial portion - up to
$15
per share - of the approximately $17 per share on the Company's
balance sheet as of December 31, 2008, followed by a sale of Facet.
-- Non-Cash Assets May Be Worth An Additional $8 - $16 Per Share:
Subject
to further review, the Alternate Slate currently estimates that the
Company's non-cash assets, including the antibody technology
platform and the drug candidates, could yield an additional $8 - $16
per
share via a sale of the Company.
-- Liquidation Demand From Alternate Slate Follows Similar Action At
Other
Companies: The Alternate Slate notes that similar demands were made
of
management at Northstar Neuroscience, Inc. and, most recently, at
Avigen, Inc. As with Facet, investors in these two companies insisted
upon and, appropriately, were rewarded with corporate liquidations.
As demonstrated by the Company's public valuation near the low end of the
range within the biotech sector, as measured by a variety of metrics, the
Alternate Slate believes the preponderance of Facet shareholders have little
confidence in the strategic plans supported by management and the Incumbent
Board. Moreover, given that the top five (by percentage ownership per
Securities and Exchange Commission public filings) Facet owners appear to
represent over 45% of the outstanding shares, the Alternate Slate believes
that the Company's management and Incumbent Board may, with only modest
effort, conclude that the majority of Facet investors agree with the cash
dividend and sale platform endorsed by the Alternate Slate.
According to S.E.C. filings, these top-five holders are:
1. Baupost Group, LLC 16.68%
2. Iridian Asset Management, LLC 12.39%
3. Goldman Sachs Group, Inc. 6.20%
4. AXA 5.29%
5. Barclays Global Investors 4.82%
THE TRANSMISSION OF THIS COMMUNICATION IN NO WAY OR FORM CONSTITUTES OR SERVES
AS A) A SOLICITATION OF PROXIES FROM, OR B) AN EFFORT TO ACT IN CONCERT WITH
ANY STOCKHOLDER OF FACET BIOTECH CORP. IN ADDITION, THIS COMMUNICATION IN NO
WAY IS INTENDED TO REQUEST OR TO SEEK THE PROCUREMENT, WITHHOLDING OR
REVOCATION OF A PROXY. DR. RODERICK WONG, UNDER CERTAIN CONDITIONS, MAY MAKE
PRELIMINARY AND DEFINITIVE FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION
OF A PROXY STATEMENT AND ACCOMPANYING PROXY CARD TO BE USED TO SOLICIT PROXIES
IN CONNECTION WITH THE FACET BIOTECH CORP 2009 ANNUAL MEETING. IF DR. WONG
DOES FILE A PROXY STATEMENT, SECURITY HOLDERS ARE ADVISED TO READ SUCH
PROSPECTIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF
PROXIES FROM STOCKHOLDERS OF FACET BIOTECH CORP FOR USE AT THE 2009 ANNUAL
MEETING WHEN AND IF THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT
INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH
PROSPECTIVE PROXY SOLICITATION. WHEN AND IF COMPLETED, A DEFINITIVE PROXY
STATEMENT AND A FORM OF PROXY WILL BE AVAILABLE AT NO CHARGE AT THE SECURITIES
AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV.
SOURCE Dr. Roderick Wong
Dr. Roderick Wong, +1-917-453-3849, rodwong@gmail.com
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