BOCA RATON, Fla. and NEW YORK, Nov. 13 /PRNewswire-FirstCall/ -- Nabi Biopharmaceuticals 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.
Nabi Biopharmaceuticals
CONTACT: Thomas E. Rathjen, Vice President, Investor Relations of NabiBiopharmaceuticals, +1-561-989-5800; or Steve Bruce, Shawn Pattison or AnnTaylor Reed of The Abernathy MacGregor Group, +1-212-371-5999, for ThirdPoint
