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Published on 10/1/2009 in the Prospect News Special Situations Daily.

Facet Biotech delays distribution date under stockholder rights plan

By Lisa Kerner

Charlotte, N.C., Oct. 1 - Facet Biotech Corp.'s board of directors postponed the distribution date under its Sept. 7 rights agreement in connection with Biogen Idec Inc.'s tender offer for Facet's common stock, according to a form 8-K filed with the Securities and Exchange Commission.

As previously reported, Facet adopted a stockholder rights plan with a one-year term that gives each stockholder of record as of Sept. 21 a dividend of one right to purchase a fraction of a share of a new series of preferred stock for each share of Facet stock held.

The rights are triggered, according to Facet, if a person or group acquires, or begins a tender offer for, 15% or more of Facet's common stock without board approval.

Current owners of 15% or more of Facet's common stock will not become acquiring persons under the plan unless they increase their holdings by more than 1% of Facet's outstanding shares.

According to the filing, the distribution date was to occur on the 10th business day after the tender offer began. Biogen began its $14.50-per-share offer for Facet on Sept. 21. It ends at midnight ET on Oct. 19.

The new distribution date has not yet been selected.

Facet rejected the offer, made by Biogen on Sept. 4, because it does not believe the offer attributes any value to the drug daclizumab, which Facet and Biogen are jointly developing for the treatment of multiple sclerosis.

In August, Facet, a Redwood City, Calif., biotechnology company, rejected a $15.00-per-share offer made by Biogen.

Biogen is a Cambridge, Mass.-based pharmaceutical company.


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