Abbott today announced that its wholly-owned subsidiary, Amber Acquisition Inc., has commenced its cash tender offer for all outstanding shares of common stock of Facet Biotech Corporation at a price of $27 per share. The tender offer is being made pursuant to an Offer to Purchase, dated March 23, 2010, and in connection with the Agreement and Plan of Merger, dated March 9, 2010, by and among Abbott, Amber Acquisition Inc., and Facet, which Abbott and Facet announced on March 9, 2010.
The board of directors of Facet has unanimously determined that the offer and the other transactions contemplated by the merger agreement are fair to and in the best interests of Facet's stockholders. The Facet board also approved the merger agreement, declared the merger agreement advisable and recommended that holders of shares of Facet common stock tender their shares in the offer and adopt the merger agreement, if adoption by Facet's stockholders is required by applicable law.
The tender offer is scheduled to expire at 12:00 midnight, Eastern time, on Monday, April 19, 2010 (the end of the day on Monday), unless the tender offer is extended.
There is no financing condition to the tender offer. The consummation of the tender offer is conditioned on the tender of a majority of the outstanding shares of Facet's common stock on a fully diluted basis, as well as receipt of antitrust clearance, and other conditions that are specified in the offer documents. Following completion of the tender offer and, if required, receipt of stockholder approval, Abbott expects to consummate a merger in which remaining Facet stockholders will receive the same cash price per share as paid in the tender offer. Following the merger, Facet will become a wholly-owned subsidiary of Abbott.