UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

 PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

Date of report (date of earliest event reported):

September 4, 2009

 

Facet Biotech Corporation

(Exact name of registrant as specified in its charter)

 

 

1500 Seaport Boulevard

Redwood City, California 94063

(Address of principal executive offices)

 

Registrant’s telephone number, including area code:

(650) 454-1000

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 7.01

Regulation FD Disclosure.

 

On September 4, 2009, Facet Biotech Corporation (“Facet”) issued a press release confirming that Facet is in receipt of Biogen Idec Inc.’s letter dated September 4, 2009 offering $14.50 per share for all of the outstanding shares of Facet.  Facet’s board of directors, in consultation with its financial and legal advisors, previously rejected Biogen Idec’s all-cash offer of $15 per share as not in the best interests of stockholders.  The press release states that Facet’s board of directors will respond promptly to Biogen Idec’s more recent proposal of $14.50 per share and that the company urges stockholders to await a further response from Facet before making any decisions.  The text of the press release is set forth as Exhibit 99.1.

 

The Company is furnishing the information in this Current Report on Form 8-K and in Exhibit 99.1 to comply with Regulation FD.  Such information shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

 

Item 9.01		Financial Statements and Exhibits.
(d)		Exhibits.

 

Exhibit No.		Description
99.1		Press Release issued by Facet Biotech Corporation on September 4, 2009.

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  September 4, 2009	Facet Biotech Corporation
	By:	/s/ Francis Sarena
		Francis Sarena
		Vice President, General Counsel and Secretary

 

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