BOCA RATON, Fla. and NEW YORK, Nov. 13 /PRNewswire-FirstCall/ -- Nabi
Biopharmaceuticals (Nasdaq: NABI) and Third Point LLC today announced that
they have reached a settlement ("Settlement Agreement") relating to a
potential consent solicitation.
Under the terms of the Settlement Agreement, Nabi Biopharmaceuticals
has appointed two Third Point nominees, Jason Aryeh, founder and general
partner of JALAA Equities, LP and Tim Lynch, president and CEO of NeuroStat
Pharmaceuticals, Inc., to the company's board of directors. In addition,
Nabi Biopharmaceuticals will establish a strategic action committee ("SAC")
to continue the company's previously announced process of exploring
strategic alternatives. The SAC will be composed of five board members
including Richard Harvey, the board's lead director; Peter Davis; Leslie
Hudson, Ph.D.; and Messrs. Aryeh and Lynch.
The SAC will work with the company's financial advisor, Banc of America
Securities LLC, and management to evaluate a range of strategic
transactions and initiatives and will have responsibility for recommending
specific actions to the Nabi Biopharmaceuticals' board. As part of the
settlement, Nabi Biopharmaceuticals has agreed to pay up to $250,000 of
Third Point's expenses and Third Point has agreed that it will not commence
a consent solicitation or a proxy contest prior to the company's 2007
annual meeting of shareholders.
"We are pleased that this matter has been resolved in a manner that we
believe serves the best interests of all Nabi Biopharmaceuticals
shareholders," said Thomas H. McLain, chairman, chief executive officer and
president, Nabi Biopharmaceuticals. "Through this agreement Nabi
Biopharmaceuticals and Third Point will avoid a costly and disruptive
consent solicitation at a time when the company is exploring a full range
of strategic alternatives to enhance shareholder value. Our board and
management team can also remain focused on serving our customers and
executing our business plan as we continue to pursue the exciting
opportunities that lie ahead for our company."
Daniel S. Loeb, chief executive officer of Third Point, said, "We are
pleased to be able to work constructively with Nabi Biopharmaceuticals with
the shared goal of enhancing the value of the company. We believe that the
addition of Jason and Tim to the board and the establishment of the SAC
will help achieve our objective of maximizing value for all Nabi
shareholders."
"I am honored to represent all shareholders on the board of a company
that has such a deep and diverse portfolio of assets, including potential
blockbuster vaccines in later stages of clinical development," said Mr.
Aryeh. "I look forward to serving as a member of the newly created SAC to
assist the company's dedicated employees, directors and advisors with the
ongoing evaluation of strategic alternatives to enhance shareholder value."
Additional Background on Jason Aryeh
Mr. Aryeh is a Founder and General Partner of JALAA Equities, LP, a
private hedge fund established in 1997 focused on public and private
companies in the biotechnology and specialty pharmaceutical sectors. Mr.
Aryeh is a member of the board of directors of Ligand Pharmaceuticals
(LGND) and also serves as a special advisor to the renowned Cystic Fibrosis
Foundation for Drug Discovery and as honorary chairman of the New Mexico
Chapter of the CFF.
Mr. Aryeh received a B.A. in Economics with honors from Colgate
University and is a member of the Delta Epsilon Honor Society in Economics.
Additional Background on Tim Lynch
Mr. Lynch is president and chief executive officer of NeuroStat
Pharmaceuticals, Inc., a start-up specialty pharmaceutical company.
Previously, he served as Chief Financial Officer of Tercica, Inc. and prior
to that he served as Chief Financial Officer of InterMune, Inc. Mr. Lynch
served as Director of Strategic Planning and as a pharmaceutical sales
representative at Elan Corporation, plc, a pharmaceutical company. He began
his career as an investment banker at Goldman, Sachs & Co. and Chase
Securities, Inc. He serves as a board member of both Allos Therapeutics,
Inc. (ALTH) and BioForm Medical, Inc.
Mr. Lynch received a B.A. in Economics from Colgate University and an
M.B.A from the Harvard Graduate School of Business.
About Nabi Biopharmaceuticals
Nabi Biopharmaceuticals leverages its experience and knowledge in
powering the immune system to develop and market products that fight
serious medical conditions. The company has three products on the market
today: PhosLo(R) (calcium acetate), Nabi-HB(R) [Hepatitis B Immune Globulin
(Human)], and Aloprim(TM) (allopurinol sodium) for Injection. Nabi
Biopharmaceuticals is focused on developing products that address unmet
medical needs and offer commercial opportunities in our core business
areas: Hepatitis and transplant, Gram-positive bacterial infections and
nicotine addiction. 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 website: http://www.nabi.com.
About Third Point LLC
Third Point LLC, which beneficially owns approximately 9.5% of the Nabi
Biopharmaceuticals shares outstanding, is a $4 billion investment
management firm based in New York
Forward-Looking Statements
Statements in this press release about the company that are not
strictly historical are forward-looking statements and include statements
related to our plans to explore strategic alternatives and prospects. You
can identify these forward-looking statements because they involve our
expectations, beliefs, intentions, plans, projections, 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
the company's ability to advance the development of products currently in
the pipeline or in clinical trials; maintain the human and financial
resources to commercialize current products and bring to market products in
development; obtain regulatory approval for its products in the U.S.,
Europe or other markets; successfully develop, manufacture and market its
products; successfully partner with other companies; realize future sales
growth for its biopharmaceutical products; maintain sufficient intellectual
property protection or positions; raise additional capital on acceptable
terms; re-pay its outstanding convertible senior notes when due; and
identify and complete transactions that represent strategic alternatives
and opportunities. 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, 2005 and Quarterly Report on Form 10-Q for the
Quarter ended July 1, 2006 filed with the Securities and Exchange
Commission.
SOURCE Nabi Biopharmaceuticals
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Related links:
http://www.nabi.com
http://www.nabi.com/pipeline/index.php
CONTACT:
Thomas E. Rathjen, Vice President, Investor
Relations of Nabi Biopharmaceuticals, +1-561-989-5800; or Steve
Bruce, Shawn Pattison or Ann Taylor Reed of The Abernathy
MacGregor Group, +1-212-371-5999, for Third Point
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