sctovtza
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment
No. 1
to
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of
the Securities Exchange Act of 1934
Facet Biotech Corporation
(Name of Subject Company)
FBC Acquisition Corp.
Biogen Idec Inc.
(Names of Filing PersonsOfferors)
Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
30303Q103
(Cusip Number of Class of Securities)
Susan H. Alexander, Esq.
Executive Vice President, General Counsel and Secretary
Biogen Idec Inc.
14 Cambridge Center
Cambridge, Massachusetts 02142
Telephone: (617) 679-2000
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)
Copies to:
Patricia A. Vlahakis, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
Telephone: (212) 403-1000
Calculation of Filing Fee
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Transaction Valuation* |
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Amount of Filing Fee |
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$367,498,019.50 |
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$20,506.39 |
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* |
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Estimated for purposes of calculating the amount of the filing fee only. The amount of the
filing fee is calculated by multiplying the total transaction value by 0.00005580. The
transaction value was calculated by adding the sum of (i) 24,559,791 shares of common stock,
par value $0.01 (Common Stock), of Facet Biotech Corporation (the Company) reported by the
Company to be outstanding as of July 31, 2009, less 100 shares of Common Stock owned by Biogen
Idec Inc., and multiplied by $14.50 (the offer price per share), and (ii) 785,000 shares
that may be subject to issuance pursuant to the exercise of stock options reported by the
Company to be exercisable as of June 30, 2009, multiplied by
$14.50 (the offer price per share).
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify
the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously
Paid: $20,506.39.
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Filing Party: Biogen
Idec Inc./FBC Acquisition Corp. |
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Form or Registration
No.: Schedule TO.
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Date Filed:
Sept. 21, 2009. |
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Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-1. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer. o
If applicable, check the appropriate box(es) below to designate the appropriate rule provisions relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
TABLE OF CONTENTS
This
Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule TO (the Schedule TO)
initially
filed with the Securities and Exchange Commission on
September 21, 2009 by Biogen Idec Inc. (Biogen Idec)
and FBC Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Biogen Idec.
The
Schedule TO, as amended, relates to a tender offer by FBC
Acquisition Corp. to purchase all outstanding shares of common stock, par value $0.01 per share (the Common
Stock), of Facet Biotech Corporation, a Delaware corporation (the Company), including the
associated preferred stock purchase rights issued under the Rights Agreement, dated as of September
7, 2009, between the Company and Mellon Investor Services LLC, as Rights Agent (the
Rights and, together with the Common Stock, the Shares), for a purchase price
of $14.50 per Share, net to the seller in cash, without interest thereon (and less any
applicable withholding taxes), upon the terms and subject to the conditions set forth in the offer
to purchase dated September 21, 2009 (the Offer to Purchase) and in the related letter of
transmittal filed as exhibits (a)(1)(A) and (a)(1)(B), respectively,
to the Schedule TO.
All
capitalized terms used in this Amendment No. 1 without
definition have the meanings ascribed to them in the
Schedule TO.
The
items of the Schedule TO set forth below are hereby amended and
supplemented as follows:
Items
1 through 9 and Item 11.
The
information set forth in Items 1 through 9 and Item 11 of
the Schedule TO is hereby amended and supplemented by adding the
following text thereto:
On
September 21, 2009, Biogen Idec filed a Notification and Report
Form under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,
as amended, with respect to the Offer and the Proposed Merger with
the Federal Trade Commission and the Antitrust Division of the
Department of Justice.
Item 12. Exhibits
Item 12
of the Schedule TO is hereby amended and supplemented by adding
the following exhibit thereto:
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(a)(5)(3)
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Presentation regarding proposed
Biogen Idec Inc. Acquisition of Facet Biotech Corporation, dated
September 2009. |
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated:
September 22, 2009
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BIOGEN IDEC INC.
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By: |
/s/
Robert A. Licht |
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Name: |
Robert A. Licht |
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Title: |
Senior Vice President |
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FBC ACQUISITION CORP.
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By: |
/s/
Robert A. Licht |
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Name: |
Robert A. Licht |
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Title: |
Vice President and Assistant Secretary |
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EXHIBIT INDEX
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(a)(1)(A)
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Offer to Purchase dated September
21, 2009.* |
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(a)(1)(B)
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Letter of Transmittal.* |
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(a)(1)(C)
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Notice of Guaranteed Delivery.* |
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(a)(1)(D)
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Letter to Brokers, Dealers,
Commercial Banks, Trust Companies and Other Nominees.* |
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(a)(1)(E)
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Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.* |
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(a)(1)(F)
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IRS Form W-9 (Request for Taxpayer Identification Number
and Certification), including instructions for completing the form.* |
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(a)(5)(1)
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Summary Advertisement, published
September 21, 2009.* |
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(a)(5)(2)
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Press Release issued by Biogen Idec
Inc. on September 21, 2009.* |
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(a)(5)(3)
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Presentation regarding proposed
Biogen Idec Inc. Acquisition of Facet Biotech Corporation, dated
September 2009. |
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(b)
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None. |
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(d)
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None. |
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(g)
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None. |
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(h)
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None. |
*Previously filed under cover of Schedule TO on
September 21, 2009.