ABBOTT LABORATORIES — M&A Activity 2010

Mar 10, 2010

*SECURITIES AND EXCHANGE COMMISSION*

*Washington, D.C. 20549*

*SCHEDULE TO*

*Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)*

*of the Securities Exchange Act of 1934*

*Facet Biotech Corporation*

(Name of Subject Company)

*Amber Acquisition Inc.*

*a wholly-owned subsidiary of*

*Abbott Laboratories*

(Name of Filing Persons, Offerors)

*Common Stock, par value $0.01 per share,*

*Associated Preferred Stock Purchase Rights*

(Title of Class of Securities)

*30303Q103*

(CUSIP Number of Class of Securities)

*Laura J. Schumacher*

*Executive Vice President, Secretary and General Counsel*

*Abbott Laboratories*

*100 Abbott Park Road*

*Abbott Park, Illinois 60064*

*(847) 937-6100*

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications on Behalf of Filing Persons)

Copy to:

*Jonn R. Beeson, Esq.*

*Jones Day*

*3161 Michelson Drive, Suite 800*

*Irvine, CA 92612*

*Telephone: (949) 851-3939*

*Calculation of Filing Fee*

Transaction Valuation	Amount of Filing Fee
Not
applicable	Not
applicable

o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and date of its filing.

Amount Previously Paid: N/A Filing Party: N/A

Form or Registration No.: N/A Date Filed: N/A

x Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

x third-party tender offer subject to Rule 14d-1.

o issuer tender offer subject to Rule 13e-4.

o going-private transaction subject to Rule 13e-3.

o amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

SEQ.=1,FOLIO='',FILE='C:\JMS\nsampath\10-5507-1\task3983933\5507-1-ba.htm',USER='105226',CD='Mar 10 11:50 2010'

The following joint press release was issued by Abbott Laboratories and Facet Biotech Corporation.

2

SEQ.=1,FOLIO='2',FILE='C:\JMS\nsampath\10-5507-1\task3983933\5507-1-ba.htm',USER='105226',CD='Mar 10 11:50 2010'

	For Immediate Release
●	●
Abbott Media : Melissa
Brotz (847) 935-3456 Scott
Stoffel (847) 936-9502 Abbott
Investors: Larry Peepo 847-935-6722 Facet
Media: Cindy
Leggett-Flynn (212)
333-3810 Facet
Investors: Jean
Suzuki (650) 454-2648	Abbott Enhances Pharmaceutical Pipeline with
Acquisition of Facet Biotech Provides Promising Biologic Intended to Treat Multiple Sclerosis and
Compounds that Complement Abbott 's Existing Diverse Oncology Program ABBOTT PARK, Ill., and REDWOOD CITY, Calif., March 9, 2010 – Abbott and Facet Biotech Corporation (Nasdaq: FACT) announced
today a definitive agreement for Abbott to acquire Facet, enhancing Abbott's
early- and mid-stage pharmaceutical pipeline.
Abbott will acquire Facet for $27 per share in cash for a net
transaction value of approximately $450 million, which includes a purchase
price of approximately $722 million less Facet's projected cash and
marketable securities at closing of approximately $272 million. The acquisition brings access to biologics in two key therapeutic areas,
immunology and oncology. The compounds
include daclizumab – a Phase II investigational biologic
intended to treat multiple sclerosis (MS) that is expected to move into Phase
III development in the second quarter 2010 – and oncology compounds in early- to mid-stage development. Daclizumab is being developed in collaboration with Biogen Idec and certain oncology compounds are being developed in
collaboration with other parties. " This acquisition will further strengthen Abbott's biologics capabilities
and pharmaceutical pipeline," said John Leonard, M.D., senior vice president, global pharmaceutical
research and development, Abbott. "Daclizumab is a
promising treatment for multiple sclerosis, a disease that has a significant
unmet medical need, and has the potential to become an important treatment
option for patients. We continue to
explore multiple mechanisms to treat autoimmune diseases and cancer with both
biologic and small molecule approaches." "We believe this transaction provides
full and fair value for our stockholders and validates the potential of Facet 's clinical and technology assets, all
of which has resulted from the effort and dedication of our employees,"
said Faheem Hasnain, president and chief executive officer, Facet
Biotech. "Abbott's depth of expertise in immunology
and oncology makes it an excellent organization to maximize the
full potential of these promising clinical programs and
technologies."
	- more -

SEQ.=1,FOLIO='',FILE='C:\JMS\105455\10-5507-1\task3983506\5507-1-mm.htm',USER='105455',CD='Mar 10 07:35 2010'

| Page 2 Multiple sclerosis is an inflammatory disease of the central nervous
system affecting more than 1 million people worldwide, and is characterized
by lesions in the brain and spinal cord.
Daclizumab is a humanized antibody that binds to the high affinity
IL-2 receptor and selectively inhibits this receptor on activated T
cells. Studies to date have shown that
daclizumab may reduce the inflammatory lesions associated with MS and has the
potential to offer enhanced efficacy over many existing MS therapies along
with a favorable safety profile. Facet's oncology collaborations include early- and mid-stage compounds
that are being studied to treat different types of cancer, including multiple
myeloma and chronic lymphocytic leukemia. These novel compounds
in development complement Abbott's leading-edge research in oncology, which
includes three compounds in mid- to late-stage trials: ABT-263, a Bcl-2
family protein antagonist; ABT-888, a PARP inhibitor; and ABT-869, a
multi-targeted kinase inhibitor. Abbott is also
advancing treatments for conditions such as Alzheimer 's
disease, schizophrenia, hepatitis C and pain. Under the
terms of the agreement, Abbott will promptly commence a tender offer to
purchase all outstanding shares of Facet Biotech at $27 per share. The closing of the tender offer is
conditioned on the tender of a majority of the outstanding shares of Facet's
common stock on a fully diluted basis and the satisfaction of regulatory and
other customary conditions. The transaction
has been approved on behalf of the boards of directors of Facet and Abbott. Approval of the transaction by Abbott 's shareholders is not
required. The transaction is expected
to close in the second quarter of 2010. Abbott would expect to incur one-time specified charges following the
closing of the acquisition, which will be defined at a later date. This transaction does not impact Abbott's
previously issued ongoing earnings-per-share guidance for 2010. Centerview Partners
served as financial advisor to Facet Biotech and rendered a fairness opinion
to Facet Biotech's board of directors in connection with the transaction. |
| --- |
| - more - |

SEQ.=1,FOLIO='2',FILE='C:\JMS\105455\10-5507-1\task3983506\5507-1-mm.htm',USER='105455',CD='Mar 10 07:35 2010'

| Page 3 About Facet Biotech Facet
Biotech is a biotechnology company dedicated to advancing its pipeline of
five clinical-stage products focused in multiple sclerosis and oncology,
leveraging its research and development capabilities to identify and develop
new oncology drugs and applying its proprietary next-generation protein
engineering technologies to potentially improve the clinical performance of
protein therapeutics. Facet Biotech
has development collaborations with Biogen Idec, Bristol-Myers Squibb Company
and Trubion Pharmaceuticals. For
additional information about the company, please visit www.facetbiotech.com. About
Abbott Abbott is
a global, broad-based health care company devoted to the discovery,
development, manufacture and marketing of pharmaceuticals and medical
products, including nutritionals, devices and diagnostics. The company employs approximately 83,000
people and markets its products in more than 130 countries. Abbott's
news releases and other information are available on the company's Web site
at www.abbott.com. Additional Information The tender offer for shares of Facet
Biotech Corporation described in this press release has not yet
commenced. This press release is
neither an offer to purchase nor a solicitation of an offer to sell
securities. At the time the tender
offer is commenced, Abbott will file a tender offer statement (including an
offer to purchase, letter of transmittal and related tender offer documents)
with the U.S. Securities and Exchange Commission (SEC) and Facet Biotech will
file with the SEC a solicitation/recommendation statement with respect to the
offer. Stockholders of Facet Biotech
are strongly advised to read the tender offer statement and the related
solicitation/recommendation statement, because they will contain important
information that stockholders should consider before making any decision
regarding tendering their shares. The
tender offer statement and certain other offer documents, as well as the
solicitation/recommendation statement, will be made available to all
stockholders of Facet Biotech at no expense to them. These documents will be available at no
charge on the SEC ' s
web site at http://www.sec.gov. |
| --- |
| - more - |

SEQ.=1,FOLIO='3',FILE='C:\JMS\105455\10-5507-1\task3983506\5507-1-mm.htm',USER='105455',CD='Mar 10 07:35 2010'

| Page 4 Facet Biotech Forward Looking
Statement This press release
contains forward-looking statements of Facet Biotech that are not historical
facts. These forward-looking
statements may be identified by words such as " anticipate, " " expect, " " suggest, " " plan, " " believe, " " intend, " " estimate, " " target, " " project, " " could, " " should, " " may, " " will, " " would, " " continue, " " forecast, " and other similar expressions. 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. Various factors may cause differences
between current expectations and actual results. The factors include
risks and uncertainties associated with the tender offer, including
uncertainties as to the timing of the tender offer and merger, uncertainties
as to how many of Facet Biotech ' s stockholders will tender their shares in the
offer, the risk that competing offers will be made, and the possibility that
various closing conditions for the transaction may not be satisfied or
waived. Other factors that may cause
Facet Biotech ' s actual results to differ materially from those
expressed or implied in the forward-looking statements in this press release
are discussed in Facet Biotech ' s filings with the Securities and Exchange
Commission (SEC), including the " Risk
Factors " sections of the Company ' s
periodic reports on Form 10-K and Form 10-Q filed with the SEC. Copies of Facet Biotech ' s
filings with the SEC may be obtained at the " Investor " section of Facet Biotech ' s website at www.facetbiotech.com. Facet Biotech
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 Facet Biotech ' s 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. Abbott
Forward Looking Statement Some statements in this news release, including statements
regarding the anticipated closing of the above transaction and the effect on
Abbott ' s financial performance, may be forward-looking
statements for purposes of the Private Securities Litigation Reform Act of
1995. Abbott cautions that these
forward-looking statements are subject to risks and uncertainties that may
cause actual results to differ materially from those indicated in the
forward-looking statements. Among
other things, these factors include the risk that the acquisition will not be
completed because the tender offer did not proceed as anticipated or closing
conditions to the acquisition were not satisfied. Economic, competitive, governmental,
technological and other factors that may affect Abbott's operations are
discussed in Item 1A, "Risk Factors," to Abbott ' s Annual
Report on Securities and Exchange Commission Form 10-K for the year ended
Dec. 31, 2009, and are incorporated by reference. Abbott undertakes no obligation to release
publicly any revisions to forward-looking statements as a result of
subsequent events or developments. To
the extent that Abbott ' s statements refer to the prospects of Facet Biotech ' s business, such statements are qualified by Facet
Biotech ' s forward looking statement language appearing
above. |
| --- |
| # # # |

SEQ.=1,FOLIO='4',FILE='C:\JMS\105455\10-5507-1\task3983506\5507-1-mm.htm',USER='105455',CD='Mar 10 07:35 2010'