Biogen Idec Makes Hostile $350M Takeover Bid for Facet Biotech

Xconomy Boston — 

Biogen Idec isn’t sitting around waiting to get acquired—it wants to be the acquirer. The Cambridge, MA-based biotech company said today it is making an unsolicited bid worth more than $350 million to acquire Redwood City, CA-based Facet Biotech, its partner in developing a new antibody drug for multiple sclerosis.

Biogen Idec (NASDAQ: BIIB) is offering $14.50 a share in cash for Facet Biotech (NASDAQ: FACT), which is 64 percent more than Facet’s closing price yesterday. Since Facet has 24.56 million shares outstanding, according to data compiled by Yahoo Finance, the offer values Facet at about $350 million. Biogen indicated in a statement today that it is willing to get tough to close this transaction. Any deal is not subject to approval of Biogen’s shareholders, and the company said it is “prepared to commit all necessary resources to complete a transaction expeditiously.”

James Mullen, Biogen’s CEO, first showed his interest in making an acquisition when he contacted Facet CEO Faheem Hasnain on Aug. 17, according to a Biogen statement. Four days later, the company made a formal offer for $15 a share in a letter to Hasnain, and said that it was important that Facet not do any other deals before agreeing to Biogen’s proposal. But one week later, Facet ignored the warning, and formed a collaboration with Seattle-based Trubion Pharmaceuticals (NASDAQ: TRBN), which caused Facet’s stock price to drop 22 percent.

Facet, which controls assets formerly owned by PDL Biopharma, has been a partner of Biogen’s since 2005 in developing daclizumab for multiple sclerosis. Biogen, the world’s largest maker of multiple sclerosis drugs, said it believes merging the companies will increase the odds of making that drug a success.

“The timing of the Trubion collaboration follows a sequence of events that suggest you have no interest in having a bona fide discussion with us about a combination of our two companies,” Mullen wrote in a letter to the Facet board. “As we have stated, we believe such a combination makes compelling business sense for both of our companies and is in the best interests of our respective shareholders.”

Biogen has hired investment bank Leerink Swann and Wachtell, Lipton, Rosen & Katz as legal counsel in connection with the proposed deal.

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