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Published on 3/30/2009 in the Prospect News Special Situations Daily.

Facet shareholder proposes alternate director slate

By Susanna Moon

Chicago, March 30 - Facet Biotech Corp. received a stated platform of maximizing shareholder value via a substantial cash dividend followed by a sale of the company, according to a press release by shareholder Roderick Wong.

The proposal was delivered to the company's chief executive officer and president, Faheem Hasnain, and the company's board of directors on March 26.

Wong said that Facet has determined not to make immediate public disclosure to its owners that such an alternative to the incumbent board now is available.

Hasnain and chief financial officer Andrew Guggenhime held a conference call with three members of the alternate slate, including nominating shareholder Wong, after receiving notice of the alternate slate, the release said.

On the call, Wong said he expressed extreme dissatisfaction with the company's rapid cash-depleting business plan, expected to approach $100 million in 2009 alone.

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, the release said.

The alternate slate determined it prudent to make public disclosure of its formation and of its conference call with the company based on management's unsatisfactory response from Facet management, Wong said.

The alternate slate is seeking the immediate distribution of up to $15 per share of the company's $17 per share on the balance sheet as of Dec. 31, followed by a sale of Facet.

The slate estimates the non-cash assets, including the antibody technology platform and the drug candidates, could yield an additional $8 to $16 per share via a sale of the company, according to the release.

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 were rewarded with corporate liquidations, Wong said.

According to filings with the Securities and Exchange Commission, the top-five holders of the company are Baupost Group, LLC, with 16.68%, Iridian Asset Management, LLC, with 12.39%, Goldman Sachs Group, Inc., with 6.2%, AXA with 5.29% and Barclays Global Investors with 4.82%.


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