Cash Purchase of Biologics Strategic Business Unit for $185 Million; Deal
Expected to Close in the Fourth Quarter 2007
BOCA RATON, Fla., Sept. 11 /PRNewswire-FirstCall/ -- Nabi
Biopharmaceuticals (Nasdaq: NABI) announced today that it has entered into
a definitive agreement with Biotest AG, Dreieich, Germany to sell the Nabi
Biologics strategic business unit (SBU) to Biotest Pharmaceuticals
Corporation for $185 million. Biotest researches and manufactures
pharmaceutical, biotherapeutic and diagnostic products and has more than
1,200 employees worldwide.
Biotest has agreed to acquire the Biologics SBU's products, including
Nabi-HB(R) [Hepatitis B Immune Globulin (Human)], and other plasma business
assets, including Nabi's state-of-the-art plasma protein production plant,
and nine FDA-certified plasma collection centers across the U.S. The
acquisition also will include certain of Nabi's Corporate Shared Services
group assets and the company's Boca Raton, Florida headquarters and other
facilities, as well as the assumption of certain liabilities.
"This agreement definitively puts us on the final path to a successful
outcome of our strategic alternatives process," said Dr. Leslie Hudson,
Interim President and Chief Executive Officer of Nabi. "We feel this
transaction not only will realize value for Nabi shareholders but also will
allow us to build on the promise of our Pharmaceuticals SBU pipeline. I am
delighted that after the transaction closes our Nabi Biologics and
Corporate Shared Services employees will have the prospect of a promising
future with Biotest."
"With the acquisition of Nabi Biologics, we have found the ideal
complement for our European plasma protein business and have become a
global player in the industry," said Professor Dr. Gregor Schulz, Chairman
of the Management Board of Biotest AG. "We have an immediate share in the
highly attractive and growing US plasma protein market and are
substantially expanding our capacities, extending our product range and
consolidating our clinical development portfolio."
After the closing of the transaction, Nabi Biopharmaceuticals will
operate its Pharmaceuticals SBU from its existing Rockville, Maryland
facility, which will become its new corporate headquarters. The company has
an on-going trial with NicVAX(R) (Nicotine Conjugate Vaccine), its
innovative and proprietary investigational vaccine for nicotine addiction
and the prevention of smoking relapse. This trial has met its primary end
point and continues to demonstrate effectiveness of the vaccine in long
term smoking abstinence. Nabi will continue its ongoing discussions and
efforts to secure a strategic partner for its NicVAX(R) and StaphVAX(R)
(Staphylococcus aureus Polysaccharide Conjugate Vaccine) programs. Nabi
also will retain the right to receive up to an additional $75 million in
milestone and royalty payments related to the divestiture of PhosLo in
November 2006.
The transaction is subject to approval by Nabi shareholders and
customary closing and regulatory conditions, including expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, and is expected to be completed in the fourth quarter of this year.
Banc of America Securities LLC is acting as financial advisor and Hogan &
Hartson LLP is acting as legal counsel to Nabi Biopharmaceuticals in
connection with the transaction.
Conference Call
Nabi will host a live conference call at 9 a.m. EDT today, September
11, 2007, to discuss this agreement.
The live webcast can be accessed at: http://phx.corporate-
ir.net/phoenix.zhtml?p=irol-eventDetails&c=100445&eventID=1645581 or via
the Nabi Biopharmaceuticals website at http://www.nabi.com.
If you do not have Internet access, the U.S./Canada call-in number is
(800) 591-6923 and the international call-in number is (617) 614-4907. The
participant passcode is 12274024. The press release will be available on
the company's website at http://www.nabi.com.
About Biotest
Biotest AG, Dreieich, Germany, is a company that researches and
manufactures pharmaceutical, biotherapeutic and diagnostic products and has
specialised in immunology and hematology. In its Pharmaceutical segment,
Biotest develops immunoglobulins, clotting factors and albumins based on
human blood plasma. These are used for diseases of the immune system or
haematopoietic system. In the Biotherapeutic segment, Biotest researches
into the clinical development of monoclonal antibodies, including in the
indications of rheumatoid arthritis and blood cancer. The Diagnostic
segment spans reagents and serology and microbiology systems which are
used, for example, in blood transfusions. Biotest has around 1,200
employees worldwide and its shares are listed in the Frankfurt Stock
Exchange's Prime Standard.
About Nabi Biopharmaceuticals
Nabi Biopharmaceuticals leverages its experience and knowledge in
powering the immune system to develop and, in certain areas, market
products that target serious medical conditions in the areas of hepatitis
and transplants, gram positive bacterial infections and nicotine addiction.
We are a vertically integrated company with sales of antibodies and other
biologics, including Nabi-HB(R) [Hepatitis B Immune Globulin (Human)], a
pipeline of products in various stages of development and a
state-of-the-art manufacturing capability. The company operates through two
strategic business units: Nabi Biologics and Nabi Pharmaceuticals. Nabi
Biologics has responsibility for the company's protein and immunological
products and development pipeline, including Nabi- HB. Nabi Pharmaceuticals
is responsible for the NicVAX(R) (Nicotine Conjugate Vaccine) and
StaphVAX(R) (Staphylococcus aureus Polysaccharide Conjugate Vaccine)
development programs. For a complete list of pipeline products, please go
to: http://www.nabi.com/pipeline/index.php. The company is headquartered in
Boca Raton, Florida. For additional information about Nabi
Biopharmaceuticals, please visit our Web site: http://www.nabi.com.
Forward-Looking Statements
Statements in this release that are not strictly historical are
forward- looking statements and include statements about reorganization of
our current business into two new business units, our strategic
alternatives process and clinical trials and studies. You can identify
these forward-looking statements because they involve our expectations,
beliefs, projections, anticipations or other characterizations of future
events or circumstances. These forward- looking statements are not
guarantees of future performance and are subject to risks and uncertainties
that may cause actual results to differ materially from those in the
forward-looking statements as a result of any number of factors. These
factors include, but are not limited to, risks relating to our ability to:
our ability to successfully complete the sale of the Biologics SBU and our
strategic alternatives process; successfully partner with third parties to
fund, develop, manufacture and/or distribute our existing and pipeline
products, including NicVAX and our Gram- positive infections products;
obtain successful clinical trial results; realize anticipated cost savings
related to job elimination due to greater than anticipated severance-
related costs or other factors; generate sufficient cash flow from sales of
products or from milestone or royalty payments to fund our development and
commercialization activities; attract and maintain the human and financial
resources to commercialize current products and bring to market products in
development; depend upon third parties to manufacture or fill our products;
achieve approval and market acceptance of our products; expand our sales
and marketing capabilities or enter into and maintain arrangements with
third parties to market and sell our products; effectively and/or
profitability use, or utilize the full capacity of, our vaccine
manufacturing facility; manufacture NicVAX or other products in our own
vaccine manufacturing facility; comply with reporting and payment
obligations under government rebate and pricing programs; raise additional
capital on acceptable terms, or at all; and re-pay our outstanding
convertible senior notes when due. Many of these factors are more fully
discussed, as are other factors, in the company's Annual Report on Form
10-K for the fiscal year ended December 31, 2006 and our Quarterly Report
for the quarter ended June 30, 2007 on Form 10-Q with the Securities and
Exchange Commission.
Important Information for Investors and Stockholders
Nabi will file a proxy statement with the SEC in connection with the
proposed transaction. Nabi urges investors and stockholders to read the
proxy statement when it becomes available and any other relevant documents
filed by it with the SEC because they will contain important information.
Investors and stockholders will be able to obtain the proxy statement
and other documents filed with the SEC free of charge at the website
maintained by the SEC at http://www.sec.gov. In addition, documents filed with the
SEC by Nabi will be available free of charge on the investor relations
portion of the Nabi website at http://www.nabi.com.
Participants in the Solicitation
Nabi, and certain of its directors and executive officers, may be
deemed to be participants in the solicitation of proxies from its
stockholders in connection with the transaction. The names of Nabi's
directors and executive officers and a description of their interests in
Nabi are set forth in Nabi's Annual Report on Form 10-K for the fiscal year
ended December 31, 2006, which was filed with the SEC on March 15, 2007.
Investors and stockholders can obtain more detailed information regarding
the direct and indirect interests of Nabi's directors and executive
officers in the transaction by reading the definitive proxy statement when
it becomes available.
SOURCE Nabi Biopharmaceuticals
 back to top
Related links:
http://www.nabi.com/
CONTACT:
Nabi Biopharmaceuticals Investor Relations,
+1-561-989-5800
|
