UNTIED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registration [ ]
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[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy [ ] Statement[ ]
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss.240.14a-12
NABI BIOPHARMACEUTICALS
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(Name of Registrant as Specified In Its Charter)
Third Point LLC
Third Point Offshore Fund, Ltd.
Daniel S. Loeb
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Third Point to Proceed with Consent Solicitation to Remove
Nabi Biopharmaceuticals' Chairman McLain
New York, New York, October 4, 2006 - Third Point LLC ("Third Point")
confirmed today that it will proceed shortly with its previously-announced plan
to conduct a consent solicitation to remove Thomas H. McLain, Chairman, Chief
Executive Officer and President of Nabi Biopharmaceuticals ("Nabi" or the
"Company"; Nasdaq: NABI), from the Company's Board of Directors. Third Point
will also likely seek the removal of one or more additional Nabi directors.
Despite Nabi's announcement on September 27, 2006 that it has authorized
Bank of America to explore strategic alternatives, Third Point notes that Nabi
waited almost two weeks subsequent to its September 15, 2006 board meeting to
make this announcement, and only did so the day after Third Point initially
announced its intention to solicit consents. Moreover, Nabi's press release
stated that "[t]he board continues to believe that the [C]ompany's current
strategy will build shareholder value."
In light of the dilatory response to Third Point's demands, the remarkable
timing of the Company's press release and the board's inexplicably insouciant
comment about its current strategy, Third Point believes that the Company may
not be fully committed to the robust process of maximizing shareholder value
that its owners have demanded and further believes that shareholder
representatives must be added to the Nabi Board and must participate in the
value maximization process. Therefore, in conjunction with the removal
solicitation, Third Point also intends to solicit consents in favor of a
shareholder proposal requesting that the Nabi Board immediately fill any
vacancies created by the removal of existing directors with one or more
individuals nominated by Third Point.
Third Point LLC, which beneficially owns approximately 9.5% of the Nabi
shares outstanding, is a $4 billion investment management firm based in New
York.
* * * *
In connection with the consent solicitation, Third Point LLC and certain of its
affiliates intend to file a consent statement with the Securities and Exchange
Commission (the "SEC") to solicit stockholders of the Company with respect to
the removal of Mr. McLain and possibly one or more other directors from the
Board of Directors. THIRD POINT LLC STRONGLY ADVISES ALL STOCKHOLDERS OF THE
COMPANY TO READ THE CONSENT STATEMENT WHEN IT BECOMES AVAILABLE BECAUSE IT WILL
CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
PARTICIPANTS IN ANY SUCH CONSENT SOLICITATION. SUCH CONSENT STATEMENT, WHEN
FILED, AND ANY OTHER RELEVANT DOCUMENTS WILL BE AVAILABLE AT NO CHARGE ON THE
SEC'S WEBSITE AT HTTP://WWW.SEC.GOV.
THIRD POINT PARTICIPANT INFORMATION
In accordance with Rule 14a-12(a)(1)(i) of the Securities Exchange Act of 1934,
as amended, the following persons are anticipated to be, or may be deemed to be,
participants in any such consent
solicitation by Third Point LLC: Third Point LLC, Mr. Loeb, Third Point Offshore
Fund, Ltd., Third Point Ultra Ltd., Third Point Partners LP, Third Point
Partners Qualified LP. and Lyxor/Third Point Fund Limited. Certain of these
persons hold direct or indirect interests as follows: Third Point LLC may be
deemed to beneficially own 5,750,000 shares of Common Stock; Mr. Daniel Loeb may
be deemed to own 5,750,000 shares of Common Stock; Third Point Offshore Fund,
Ltd. may be deemed to beneficially own 3,724,100 shares of Common Stock; Third
Point Ultra Ltd. may be deemed to beneficially own 614,300 shares of Common
Stock; Third Point Partners LP may be deemed to beneficially own 585,300 shares
of Common Stock; Third Point Partners Qualified LP may be deemed to beneficially
own 459,100 shares of Common Stock; and Lyxor/Third Point Fund Limited may be
deemed to beneficially own 367,200 shares of Common Stock.
Media Contact:
Steve Bruce / Shawn Pattison / Ann Taylor Reed
The Abernathy MacGregor Group
(212) 371-5999