Biogen Idec says it will seek to replace Facet's board if necessary

By Lisa Kerner

Charlotte, N.C., Dec. 15 - Biogen Idec Inc. said it is ready to run a proxy contest to replace at least a majority of Facet Biotech Corp.'s directors if Facet shareholders tender a majority of the company's shares in Biogen's tender offer that ends on Wednesday and the Facet board "refuses to listen to the explicit wishes of its stockholders."

The $17.50-per-share offer for Facet's shares is Biogen's best and final offer, the company said.

Previously, Biogen said it will let the offer expire unless Facet stockholders tender a majority of the outstanding shares by the deadline.

Commenting on Biogen's announcement, Facet president and chief executive officer Faheem Hasnain said, "Our board, along with its advisers, determined that Biogen Idec's offer is inadequate and materially undervalues the assets of the company, overstates the liabilities and demonstrates an incomplete understanding of our pipeline and technologies."

"We strongly recommend that stockholders not tender their shares into the offer, and believe that tendering will hamper our efforts to obtain full and fair value on their behalf," Hasnain said in a company news release.

According to the release, Facet remains open to opportunities "that place an appropriate value on the company beyond December 16."

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

Facet is a Redwood City, Calif., biotechnology company.

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