PDL BioPharma 8-K 2008
For Immediate Release
PDL BIOPHARMA ANNOUNCES RECORD DATE FOR
SPIN-OFF OF BIOTECHNOLOGY OPERATIONS
Redwood City, Calif., November 19, 2008 PDL BioPharma, Inc. (PDL) (Nasdaq: PDLI) announced today that its board of directors has set December 3, 2008 as the record date for the spin-off of PDLs biotechnology operations, which will be accomplished through a pro rata stock dividend to PDLs stockholders of the common stock of Facet Biotech Corporation. Each PDL stockholder of record as of 5:00 p.m. Eastern Time on December 3, 2008 will receive on the distribution date one share of Facet Biotech common stock for every five shares of PDL common stock. The company expects Facet Biotech will trade on Nasdaq under the symbol FACT after the spin-off.
The spin-off of our biotechnology operations from our royalty assets will enable investors to invest in and realize the benefits of each asset fully and independently, said Brad Goodwin, PDLs chairperson of the board. The spin-off will better allow PDL to return the value of the royalty assets to its stockholders, and enable Facet, the new biotechnology company, to create value by investing in disciplined R&D activities to improve patients lives and create value for stockholders.
As previously announced, following the spin-off, Faheem Hasnain will become president and CEO of Facet Biotech, which will focus on advancing the companys current pipeline of four clinical-stage products, and leveraging the companys research and development capabilities to identify and develop new drugs.
Following the spin-off of Facet Biotech, John McLaughlin will become president and CEO of PDL BioPharma. PDL will continue to hold rights to the companys antibody humanization patents and will receive royalty revenues from currently marketed and potential future licensed products. The royalty company will retain the PDL BioPharma name and will continue to trade under the symbol PDLI.
Facet Biotech is currently taking the steps necessary to complete the spin-off, including finalizing the Form 10 Registration Statement initially filed with the Securities and Exchange Commission (SEC) in August, and PDL and Facet are proceeding with completing the Nasdaq listing process and obtaining all required regulatory approvals. PDL and Facet expect to be able to effect the distribution on or about December 18, 2008, although this date is subject to change.
Tax Treatment for Spin-off Transaction
The spin-off by PDL of Facet Biotech will not qualify for tax-free treatment. As a result, PDL would recognize taxable gain, if any, in connection with the spin-off to the extent that the fair market value of the distributed assets exceeds PDLs tax basis in such assets.
The tax treatment of the stock distribution to PDL stockholders will depend upon PDLs 2008 results, including any gain recognized by PDL on the distribution, and will be provided to stockholders of record by January 31, 2009.
This press release contains forward-looking statements, including regarding:
· PDLs plan to spin off its biotechnology operations into a separately publicly traded entity, Facet Biotech, including the timing thereof.
· The likely tax treatment of the spin-off to PDL.
· The spin-offs ability to enable investors to realize the benefits of assets of each of PDL BioPharma and Facet Biotech fully and independently.
· The spin-offs ability to improve PDLs monetization of its royalty stream and Facet Biotechs ability to create value by investing in disciplined R&D activities to improve patients lives.
Each of these forward-looking statements involves risks and uncertainties. Actual results may differ materially from those, express or implied, in these forward-looking statements. Factors that may cause differences between current expectations and actual results include, but are not limited to, the following:
· The failure to obtain necessary regulatory approvals could delay or make impractical the spin off of PDLs biotechnology operations; and
· Alternative transactions or opportunities could arise or be pursued which would alter the timing or advisability of anticipated or planned transactions.
Other factors that may cause actual events to differ materially from those expressed or implied in the forward-looking statements in this press release are discussed in PDLs filings with the SEC, including the Risk Factors sections of its annual and quarterly reports filed with the SEC. Copies of PDLs filings with the SEC may be obtained at the Investors section of PDLs website at www.pdl.com. PDL expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in PDLs expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based for any reason, except as required by law, even as new information becomes available or other events occur in the future. All forward-looking statements in this press release are qualified in their entirety by this cautionary statement.
PDL BioPharma, Inc. is a biotechnology company focused on the discovery and development of novel antibodies in oncology and immunologic diseases. For more information, please visit http://www.pdl.com.
NOTE: PDL BioPharma and the PDL BioPharma logo are considered trademarks of PDL BioPharma, Inc. Facet Biotech is considered a trademark of Facet Biotech Corporation.
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