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Biota, Inc., Nabi Biopharmaceuticals (NABI) Amend Merger Terms; $54 Million Transaction Down to $27 Million


9/18/2012 6:59:03 AM

MELBOURNE, AUSTRALIA--(Marketwire - September 18, 2012) - Biota Holdings Limited (ASX: BTA) today announced revised terms for the proposed merger with Nabi Biopharmaceuticals.

The movement in the Biota share price since the merger was announced in April 2012 has declined in value. As a result, a certain number of Nabi's shareholders have publicly expressed their views strongly opposing the proposals to be considered at their shareholders meeting and have begun soliciting additional support to vote against the merger.

As a consequence, the Biota Board has taken the decision to adjust the terms of the merger to endeavour to deliver on the overwhelming support for the merger from Biota shareholders. Additionally, the Nabi Board support the revised terms and one of the key opposing Nabi shareholders intends to publicly support the merger on the new terms.

Under the revised terms, the amount of cash Nabi will contribute to the combined company will be reduced and Biota shareholders will own an increased proportion of the company. The reduced amount of cash raised through the transaction is at Biota's existing share price and not at any discount.

Biota Chairman, Jim Fox, commented, "Biota shareholders have demonstrated a 90% support for the merger and will now retain an even greater proportion of the company post-merger and the reduced cash to be provided by Nabi will be at Biota's prevailing share price and not at any discount. For Biota shareholders these are key advantages and warrant their ongoing support for the merger."

Key Points

  • Nabi's cash into the merger will be US$27 million down from US$54 million. All excess cash will be returned to Nabi shareholders.
  • Biota shareholders will now own a greater proportion of the combined company between 81.4% and 85.8% based on Biota's volume-weighted average share price (VWAP) at current exchange rates.
  • Biota's VWAP will be subject to a floor and a ceiling of A$0.62 and A$0.86 respectively, and:
    • If the VWAP is greater than A$0.86, it will be taken to be A$0.86 unless the Biota board terminates the merger.
    • If the VWAP is less than A$0.62, it will be taken to be A$0.62 unless the Nabi board terminates the merger.
  • The Independent Expert has concluded that the merger on the revised terms continues to be in the best interests of Biota shareholders, given the company's objectives.
  • Other key merger terms remain unchanged.
  • Biota's directors unanimously recommend that Biota shareholders vote in favour of the merger.
  • A revised Scheme Meeting date will be announced shortly.

Supplementary Explanatory Memorandum

Biota proposes to issue a supplementary Explanatory Memorandum which will provide additional details about the revised merger terms and include a further supplementary report from the Independent Expert.

The supplementary Explanatory Memorandum will outline how the number of Biota Pharmaceuticals shares to be received by each Biota shareholder is to be calculated under the revised merger terms.

Nabi and Biota have amended the Merger Implementation Agreement to reflect the revised merger terms. The Annexure contains a copy of the amended Merger Implementation Agreement, showing the amendments from the original Merger Implementation Agreement.

Board recommendation and Independent Expert

The Independent Expert has concluded that the merger on the revised terms continues to be in the best interests of Biota shareholders given the company's current objectives.

The Biota directors continue to unanimously recommend that Biota shareholders vote in favour of the merger on the revised terms, and intend to vote all shares that they control in favour of the merger, in the absence of a superior proposal.

New date for Scheme Meeting

In order to allow Biota shareholders sufficient time to consider the revised merger terms, Biota will seek approval from the Supreme Court of Victoria to adjourn the scheme meeting scheduled for Tuesday, 25 September 2012 to a later date. Biota will make a further announcement about the proposed date, time and location of the adjourned scheme meeting in due course.

About Biota

Biota is a leading anti-infective drug development company based in Melbourne Australia, with key expertise in respiratory diseases, particularly influenza. Biota developed the first-in-class neuraminidase inhibitor, zanamivir, subsequently marketed by GlaxoSmithKline as Relenza. Biota research breakthroughs include a series of candidate drugs aimed at treatment of respiratory syncytial virus (RSV) disease and Hepatitis C (HCV) virus infections. Biota has a well advanced program for human rhinovirus (HRV) infection with a completed Phase IIb study in asthmatic subjects.

In addition, Biota and Daiichi Sankyo co-own a range of second generation influenza antivirals, of which the lead product lnavir®, is marketed in Japan. Biota holds a contract from the US Office of Biomedical Advanced Research and Development Authority (BARDA) for the advanced development of laninamivir in the USA.

Relenza™ is a registered trademark of the GlaxoSmithKline group of companies.
Inavir® is registered to Daiichi Sankyo.

Further information at www.biota.com.au

About Nabi Biopharmaceuticals

Nabi Biopharmaceuticals leverages its experience and knowledge in powering the immune system to develop products that target serious medical conditions in the areas of nicotine addiction and gram-positive bacterial infections. Nabi Biopharmaceuticals sole remaining product currently in development is NicVAX® (Nicotine Conjugate Vaccine), an innovative and proprietary investigational vaccine for treatment of nicotine addiction and prevention of smoking relapse. The company is headquartered in Rockville, Maryland.

Further information at www.nabi.com


Biota contact details:
Investor/Analyst Enquiries
Biota Holdings Limited
Peter Cook
T: +61 3 9915 3720
Damian Lismore
T: +61 3 9915 3721

Shareholder Enquiries
Biota Shareholder Information Line
T: 1300 306 230 (within Australia)
T: +61 2 8280 7169 (International)
Between 8.30am and 7.30pm
(Melbourne time)

Media Enquiries
Nerida Mossop
Hinton & Associates
T: +61 3 9600 1979
M: +61 437 361 433

US Enquiries
Hershel Berry
Blueprint Life Science Group
M: +1 415 505 3749


Read at BioSpace.com


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