BOCA RATON, Fla., Sept. 11 NabiBiopharmaceuticals (Nasdaq: NABI) announced today that it has entered into adefinitive agreement with Biotest AG, Dreieich, Germany to sell the NabiBiologics strategic business unit (SBU) to Biotest Pharmaceuticals Corporationfor $185 million. Biotest researches and manufactures pharmaceutical,biotherapeutic and diagnostic products and has more than 1,200 employeesworldwide.
Biotest has agreed to acquire the Biologics SBU's products, includingNabi-HB(R) [Hepatitis B Immune Globulin (Human)], and other plasma businessassets, including Nabi's state-of-the-art plasma protein production plant, andnine FDA-certified plasma collection centers across the U.S. The acquisitionalso will include certain of Nabi's Corporate Shared Services group assets andthe company's Boca Raton, Florida headquarters and other facilities, as wellas the assumption of certain liabilities.
"This agreement definitively puts us on the final path to a successfuloutcome of our strategic alternatives process," said Dr. Leslie Hudson,Interim President and Chief Executive Officer of Nabi. "We feel thistransaction not only will realize value for Nabi shareholders but also willallow us to build on the promise of our Pharmaceuticals SBU pipeline. I amdelighted that after the transaction closes our Nabi Biologics and CorporateShared Services employees will have the prospect of a promising future withBiotest."
"With the acquisition of Nabi Biologics, we have found the idealcomplement for our European plasma protein business and have become a globalplayer in the industry," said Professor Dr. Gregor Schulz, Chairman of theManagement Board of Biotest AG. "We have an immediate share in the highlyattractive and growing US plasma protein market and are substantiallyexpanding our capacities, extending our product range and consolidating ourclinical development portfolio."
After the closing of the transaction, Nabi Biopharmaceuticals will operateits Pharmaceuticals SBU from its existing Rockville, Maryland facility, whichwill become its new corporate headquarters. The company has an on-going trialwith NicVAX(R) (Nicotine Conjugate Vaccine), its innovative and proprietaryinvestigational vaccine for nicotine addiction and the prevention of smokingrelapse. This trial has met its primary end point and continues todemonstrate effectiveness of the vaccine in long term smoking abstinence.Nabi will continue its ongoing discussions and efforts to secure a strategicpartner for its NicVAX(R) and StaphVAX(R) (Staphylococcus aureusPolysaccharide Conjugate Vaccine) programs. Nabi also will retain the rightto receive up to an additional $75 million in milestone and royalty paymentsrelated to the divestiture of PhosLo in November 2006.
The transaction is subject to approval by Nabi shareholders and customaryclosing and regulatory conditions, including expiration of the waiting periodunder the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and isexpected to be completed in the fourth quarter of this year. Banc of AmericaSecurities LLC is acting as financial advisor and Hogan & Hartson LLP isacting as legal counsel to Nabi Biopharmaceuticals in connection with thetransaction.
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=1645581or 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. Theparticipant passcode is 12274024. The press release will be available on thecompany's website at http://www.nabi.com.
Biotest AG, Dreieich, Germany, is a compa