The Firm is representing Facet Biotech Corporation in its sale to Abbott Laboratories. Abbott will acquire Facet for $27 per share in cash, representing an aggregate cash purchase price of approximately $722 million and a net transaction value of approximately $450 million after giving effect to Facet's projected cash and marketable securities at closing of approximately $272 million. The price is a 67 percent premium over Facet’s pre-announcement $16.21 share value in Nasdaq trading.
Under the terms of the agreement, Abbott will promptly commence a tender offer to purchase all outstanding shares of Facet Biotech at $27 per share. The closing of the tender offer is conditioned on the tender of a majority of the outstanding shares of Facet's common stock on a fully diluted basis and the satisfaction of regulatory and other customary conditions. The transaction has been approved on behalf of the boards of directors of Facet and Abbott. Approval of the transaction by Abbott's shareholders is not required.
The transaction is expected to close in the second quarter of 2010.
The Firm also represented Facet Biotech in late 2009 in connection with Facet's defense and rejection as "inadequate" of a hostile tender offer for Facet's shares from Biogen Idec, Inc. at $14.50, and then $17.50, per Facet share.
Facet Biotech is a biotechnology company dedicated to advancing its pipeline of five clinical-stage products focused in multiple sclerosis and oncology.
Abbott is a global, broad-based health care company devoted to the discovery, development, manufacture and marketing of pharmaceuticals and medical products, including nutritionals, devices and diagnostics.
The Simpson Thacher team includes: Rob Spatt, Rich Capelouto, Kirsten Jensen, Robert Bartlett and Jonathan Amt (Corporate); Tristan Brown, Victoria Stewart and Grace Lin (Executive Compensation and Employee Benefits); Daniel Foster (Tax); and Noah Richmond (IP).