SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 2)
Under the Securities Exchange Act of 1934*
Nabi Biopharmaceuticals
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.10 per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
629519109
- --------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Daniel S. Loeb
Third Point LLC
390 Park Avenue
New York, NY 10022
(212) 224-7400
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
Michael A. Schwartz, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
(212) 728-8000
June 15, 2006
- --------------------------------------------------------------------------------
(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box: [ ]
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
SCHEDULE 13D
- -------------------------------------------- ------------------------------
CUSIP No. 629519109 Page 2 of 10 Pages
- -------------------------------------------- ------------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Third Point LLC I.D. #13-392260
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF SHARES --------- ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON WITH 5,700,000
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,700,000
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,700,000
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ----------- --------------------------------------------------------------------
SCHEDULE 13D
- -------------------------------------------- ------------------------------
CUSIP No. 629519109 Page 3 of 10 Pages
- -------------------------------------------- ------------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Third Point Offshore Fund, Ltd.
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF SHARES --------- ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON WITH 3,641,700
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,641,700
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,641,700
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ----------- --------------------------------------------------------------------
SCHEDULE 13D
- -------------------------------------------- ------------------------------
CUSIP No. 629519109 Page 4 of 10 Pages
- -------------------------------------------- ------------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel S. Loeb
- ----------- --------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [X]
- ----------- --------------------------------------------------------------------
3 SEC USE ONLY
- ----------- --------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- ----------- --------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- ----------- --------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
NUMBER OF SHARES --------- ------------------------------------------------
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON WITH 5,700,000
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,700,000
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,700,000
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------- --------------------------------------------------------------------
This Amendment No. 2 (the "Amendment") amends the Schedule 13D filed on
April 17, 2006 (together with Amendment No. 1 thereto previously filed on April
27, 2006, the "Schedule 13D") and is being filed on behalf of Third Point LLC, a
Delaware limited liability company (the "Management Company"), Third Point
Offshore Fund, Ltd., a Cayman Islands limited liability exempted company (the
"Offshore Fund"), and Daniel S. Loeb, an individual ("Mr. Loeb" and, together
with the Management Company and the Offshore Fund, the "Reporting Persons").
Unless the context otherwise requires, references herein to the "Common Stock"
are to shares of common stock, par value $0.10 per share, of Nabi
Biopharmaceuticals, a Delaware corporation (the "Company"). The Management
Company is the investment manager or adviser to a variety of hedge funds and
managed accounts (such funds and accounts, collectively, including but not
limited to the Offshore Fund, the "Funds"). The Funds directly own the Common
Stock to which this Schedule 13D relates, and the Reporting Persons may be
deemed to have beneficial ownership over such Common Stock by virtue of their
ownership or the authority granted to them by the Funds to vote and to dispose
of the securities held by the Funds, including the Common Stock.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by deleting the first
paragraph thereof and replacing it with the following:
The Funds expended an aggregate of approximately $27,363,278 of their own
investment capital to acquire the 5,700,000 shares of Common Stock held by
them (the "Shares"), and the Offshore Fund expended an aggregate of
approximately $17,536,082 of its own investment capital to acquire its
3,641,700 shares of Common Stock. All Shares were acquired in open market
purchases on the Nasdaq National Market.
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following
thereto:
On June 15, 2006, the Reporting Persons sent to the Board of Directors
of the Company a letter which, among other things, calls on the Board to
commence a public proccess to maximize value for the Company's shareholders.
A copy of the letter is filed herewith as Exhibit 99.1 and is incorporated
herein by reference in its entirety.
5
Item 5. Interest in Securities of the Issuer.
Item 5 of the Schedule 13D is hereby amended by deleting the entirety of
the text thereof and replacing it with the following:
(a) As of the date of this Amendment, the Management Company beneficially
owns 5,700,000 shares of Common Stock. The Management Company shares voting
and dispositive power over such holdings with Mr. Loeb and with the Funds. The
Shares represent 9.5% of the 60,001,018 shares of Common Stock outstanding as
of May 2, 2006, as reflected in the Company's Quarterly Report on Form 10-Q for
the quarterly period ended April 1, 2006.
As of the date of this Amendment, the Offshore Fund directly beneficially
owns 3,641,700 shares of Common Stock, which represent 6.1% of the outstanding
shares of Common Stock. None of the other individual Funds owns a number of
shares of Common Stock representing more than 5% of such total.
(b) The Management Company and Mr. Loeb share voting and dispositive power
over the 5,700,000 shares of Common Stock held directly by the Funds. The
Management Company, Mr. Loeb and the Offshore Fund share voting power and
dispositive power over the 3,641,700 shares of Common Stock held by the Offshore
Fund.
(c) Schedule A hereto sets forth certain information with respect to
transactions by the Funds, at the direction of the Management Company and Mr.
Loeb, in the Common Stock since the most recent filing on Schedule 13D.
Schedule B hereto sets forth certain information with respect to
transactions by the Offshore Fund, at the direction of the Management Company
and Mr. Loeb, in the Common Stock since the most recent filing on Schedule 13D.
All of the transactions set forth on Schedule A and Schedule B were
effected in the Nasdaq National Market.
Except as set forth above and on Schedule A and Schedule B, since the most
recent filing on Schedule 13D there were no transactions in the Common Stock
effected by the Reporting Persons, nor, to the best of their knowledge, any of
their directors, executive officers, general partners or members.
(d) Other than the Funds which directly hold the Shares, and except as set
forth in this Item 5, no person is known to have the right to receive or the
power to direct the receipt of dividends from, or the proceeds from the sale of,
the Shares.
(e) Not applicable.
6
Item 7. Material to be Filed as Exhibits.
99.1 Letter, dated June 15, 2006, from the Management Company to the
Company.
7
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: June 15, 2006
THIRD POINT LLC
By: /s/ Daniel S. Loeb
---------------------------------
Name: Daniel S. Loeb
Title: Chief Executive Officer
THIRD POINT OFFSHORE FUND, LTD.
By: /s/ Daniel S. Loeb
----------------------------------
Name: Daniel S. Loeb
Title: Director
/s/ Daniel S. Loeb
----------------------------------------
Daniel S. Loeb
[SIGNATURE PAGE TO AMENDMENT NO. 2 TO SCHEDULE 13D
WITH RESPECT TO NABI BIOPHARMACEUTICALS]
Schedule A
(Transactions by the Funds in Common Stock
since the most recent filing on Schedule 13D)
Date Transaction Shares Price Per Share($)
---- ----------- ------ ------------------
- ------------------------ ---------------------------- --------------------------------- -----------------------------------
4/28/06 BUY 19,200 6.3600
4/28/06 SELL (19,200) 6.3600
5/19/06 BUY 100,000 5.7383
5/22/06 BUY 100,000 5.6500
5/31/06 BUY 31,400 5.8700
5/31/06 SELL (31,400) 5.8700
6/13/06 BUY 100,000 5.0217
6/14/06 BUY 250,000 4.9639
- ------------------------ ---------------------------- --------------------------------- -----------------------------------
Schedule B
(Transactions by the Offshore Fund in Common Stock
since the most recent filing on Schedule 13D)
Date Transaction Shares Price Per Share($)
---- ----------- ------ ------------------
- ------------------------ ---------------------------- --------------------------------- -----------------------------------
4/28/06 BUY 12,300 6.3600
5/19/06 BUY 68,000 5.7383
5/22/06 BUY 63,000 5.6500
5/31/06 BUY 13,400 5.8700
6/13/06 BUY 69,400 5.0217
6/14/06 BUY 164,900 4.9639
- ------------------------ ---------------------------- --------------------------------- -----------------------------------
Exhibit 99.1
[Third Point LLC Letterhead]
VIA EMAIL AND FEDERAL EXPRESS
June 15, 2006
Mr. David L. Castaldi
Geoffrey F. Cox, Ph.D
Mr. Peter B. Davis
Mr. Richard A. Harvey, Jr.
Leslie Hudson, Ph.D.
Ms. Linda Jenckes
Mr. Thomas H. McLain
Mr. Stephen G. Sundovar
c/o Mr. Thomas E. Rathjen
Vice President, Investor Relations
Nabi Biopharmaceuticals
5800 Park of Commerce Boulevard, N.W.
Boca Raton, Florida 33487
To the Board of Directors of Nabi Biopharmaceuticals:
As one of the largest shareholders of Nabi Biopharmaceutials ("Nabi" or the
"Company"), I am shocked that management has failed to contact us directly
regarding our letter of April 27th and has refused to address any of the issues
therein. We submitted our proposal in good faith and we had looked forward to a
prompt and thoughtful reply. Instead we received a terse note dated May 1, 2006
which addressed our specific issues and concerns in a perfunctory and
platitudinous manner. Frankly, we did not expect this inexplicable level of
insouciance and disrespect for such significant shareholders.
Rest assured: our silence since receiving your flaccid response should not be
interpreted as reduced focus on our position in Nabi, nor diminution in our
resolve to see Nabi undertake an immediate formal and public process to maximize
shareholder value. Perhaps management and its cronies on the Board have deluded
themselves into thinking that Third Point would be placated by the unsupportable
statement in the note that "[t]he Board of Directors and senior management team
have developed and are effectively executing on a strategic business plan...."
Maybe you thought we would "go away" or sell our position in frustration. To the
contrary, each day that passes without action by management increases our
resolve. In fact, for the reasons outlined below (specifically, our knowledge
that there is significant current interest in purchasing Nabi, either in
components or as a whole) we have increased our already-substantial stake in the
Company during this time.
We are further alarmed by your apparent misrepresentation of the voting results
at the Company's 2006 Annual Meeting of shareholders. Whereas you reported on
May 12th that 74%
Board of Directors of Nabi Biopharmaceuticals
June 15, 2006
Page 2
of the Company's shares were counted towards a quorum at the annual meeting, and
that 64% of the outstanding shares were voted in favor of your directors (an
extremely weak "vote of confidence" by the way), Knott Partners Management, LLC,
your largest shareholder, subsequently stated publicly that its shares were
erroneously counted towards the quorum. Given this, the fact that roughly half
of our shares were not acquired before the record date, and that this was
apparently the case with several other large shareholders as well, you were
quite lucky to have your uncontested directors elected by a majority of the
shares outstanding.
Your luck may be running out, since much of your shareholder base appears to
have turned over recently (judging by the volume in the shares and SEC filings
over the past few months) and since investors have had more time to understand
the byzantine process of successfully preventing their shares from being
represented at a meeting. Based on our conversations with other shareholders,
and the outcome of the May 12th vote, we strongly believe that if the vote were
retaken today you would not achieve a quorum, and that substantially less than
half of the shares would cast an affirmative vote for the current directors.
Despite this, you hide your heads in the nearest warm aperture in an apparent
"ostrich defense" and ignore your shareholders (the top three now owning over
28% of your shares in aggregate) in the hope that the Company's owners will go
away before your next annual meeting. We want to be clear that while the May
2006 Annual Meeting might have bought you time, unless a process is put into
place to maximize shareholder value well prior to the next annual meeting we
will work assiduously between now and then to ensure that you will have ample
time to pursue your golf games and to enjoy the Florida sun thereafter. While
you have ignored shareholders, we have not failed to notice that since your
election the stock is down over 20% - with barely an uptick along the way. We
believe that the marketplace is speaking loud and clear.
Mr. McLain has paid only lip service to the notion that management serves at the
pleasure of the owners of the Company (i.e., the shareholders), but no substance
supports his sanctimony. You, the Board of Directors, are no doubt well-aware
that it is your legal duty to look out for the best interests of shareholders
(although your previous actions, including the suspect retention program that
you approved recently - a disproportionate share of which inexplicably went to
Mr. McLain - throws this into question).
As such, we have to assume (1) that you are aware that there is currently
significant interest in various pieces of Nabi (all of your marketed products,
some of your developmental products, and the plasma business) and in the Company
as a whole - which Mr. McLain undoubtedly well knows, and (2) that you are
currently seriously considering this interest as a means to maximize the value
of NABI stock in the near-term without incurring all of the risks and
uncertainties that your many-year, high-risk strategic plan entails. Should Mr.
McLain not have relayed the recent expressions of interest in all aspects of the
Company to you, or should the apparently onerous and unusual confidentiality
agreements that Nabi is asking potential acquirers to sign have kept some
parties out of the process, feel free to give me a call to learn more about the
outside interest in purchasing Nabi or its various assets.
Board of Directors of Nabi Biopharmaceuticals
June 15, 2006
Page 3
To summarize: (1) We do not believe that you or your long-term strategic plan
have the support of a majority of current shareholders, (2) ignoring your
largest shareholders is not a workable strategy, and (3) we are aware of current
significant and serious interest in purchasing all or parts of your Company as,
we believe, is Mr. McLain. Accordingly, we call on you again to discharge your
fiduciary duties to shareholders and immediately hire an investment bank with
which you do not have a pre-existing relationship (which should hold true for
the new relationship banker as well) to commence a public process to maximize
shareholder value. We are not asking that you commit to any specific outcome,
only that you explore all possible value-enhancing options fully and openly, so
that all of the Company's owners can judge them on risk and time-adjusted
metrics versus your current plans.
Neither you nor the Nabi management team has earned the right to unilaterally
embark on another multi-year program that puts shareholders at significant risk
and is unlikely to yield results, positive or negative, within an acceptable
timeframe. Both current management and the majority of the Board have presided
over a virtually unbroken string of missed earnings estimates, failed
milestones, trial failures, etc. Mr. McLain has continually trumpeted a new era
for Nabi since taking over as CEO three years ago. Sadly, all shareholders have
gotten is "more of the same," while Mr. McLain has, during his tenure, managed
to foster poor relations with several other management teams in the industry
that we are aware of - to the detriment of Nabi and its shareholders (indeed,
the CEO of a much-larger biotech company took the unheard of action of singling
out Nabi at a recent industry conference for being "mismanaged" - apparently
because of the low regard he has for Mr. McLain and his managerial abilities).
Unfortunately, the Nabi Board is no better. Of the eight Nabi Board members,
only one has seen NABI stock rise during his time on the Board, and then by a
paltry cumulative 7% over 5 1/2 years. Put differently, the eight Nabi directors
have served an average of 6 1/2 years on the Board, and the stock is, on
average, down 35% during their tenures. Of the public companies that the current
Nabi directors have been involved with, either as senior managers or directors,
the overwhelming majority have been significant money losers for the
shareholders of those companies during their tenures - some of them
spectacularly so. Suffice it to say that Nabi has added two Board members over
the past year. One is CEO and President of a company whose stock is down over
85% in the less than one year that he has run that company, and now has a market
capitalization of $60 million. The other was CFO of a company whose stock
declined during the 11 years that he was at the financial helm, and which now is
also in the micro-cap arena. It is especially alarming that this is the pedigree
of the people that Nabi is bringing on board to safeguard our interests, and the
type of people whose business judgment the Company is acting upon. They have not
been successful in creating value for shareholders at their "day jobs," and
there is no reason to believe that they will have any better success at Nabi.
Although we do not believe in your latest strategic plan anyway, given the
substantial risks and timeframe to which it exposes shareholders, we are even
more negative about it in the hands of a management team and Board of Directors
at Nabi that has a demonstrated record of virtually always destroying value for
shareholders as either management or board members.
One last, but important, point: we understand that you are currently
entertaining offers for at least one of Nabi's revenue-producing assets. As
we've said previously, and as has been
Board of Directors of Nabi Biopharmaceuticals
June 15, 2006
Page 4
expressed to us by interested buyers of the Company, we believe that the
greatest shareholder value will be derived from a public auction of the Company
in its entirety (as opposed to the clandestine discussions that you have
apparently undertaken). However, if there is to be an asset sale along the way,
it must be demonstrably and irrefutably positive for shareholders.
MOST IMPORTANT, ANY PROCEEDS DERIVED FROM ASSET SALES SHOULD BE FULLY AND
IMMEDIATELY RETURNED TO SHAREHOLDERS IN THE FORM OF A ONE-TIME DIVIDEND.
It is our fear that your plan is to "burn the furniture to heat the house" -
i.e., sell off our revenue-producing assets to fund your ongoing cash burn and
high-risk development projects. As we've stated many times, and as have other
major Nabi shareholders, your strategic plan is laden with financial risk,
scientific risk, execution risk, time risk, etc. Mr. McLain himself tried to
explain away last year's StaphVAX trial failure by explaining that most new drug
trials fail. Yet you are now asking that the owners of the Company assume all of
these risks, without any commitment, or even comment, on when we can expect to
see the Company in a positive operating cash flow and earnings position. Simply
put, you have not demonstrated an ability to navigate any of these risks
successfully over the course of many years, nor to allocate capital properly.
Indeed, quite the contrary - based on past performance, this "strategic plan" is
almost guaranteed to fail - and we, the owners of the Company, will bear the
pain disproportionately as neither the Company's Board nor management has
significant outright shareholdings, nor have any insiders demonstrated any
willingness to "put their money where their mouth is" by buying significant
amounts of stock in the marketplace as a show of confidence in the long-term
strategic plan that you are attempting to foist upon us against our will.
We believe that the value to Nabi shareholders that could be derived from a
value maximization process is comfortably in excess of $10 per share, a number
that has been validated by additional work that we've done, and contacts that
we've made, subsequent to our last letter to you (the recent IPO of Grifols also
highlights the significant value of your plasma business in the right hands). We
would be happy to review our valuation metrics with you in detail should you
wish. When the stock was over $7 per share early last month (i.e., before you
were re-elected), a Wall Street analyst wrote "... if a potential bidder were to
offer a premium to today's current value, we believe it would be wise for the
company to sell itself, as its pipeline and core technology still have clinical
and regulatory hurdles to overcome, and are still several years from making it
to market." Clearly we agree. As we've said previously, we believe that you have
an extremely valuable and desirable set of assets, but only if managed properly
- - which history has shown will not be the case under the current Nabi management
team.
We trust that you will do the right thing for all of the reasons noted above and
immediately commence a well-organized public auction of the Company. We believe
that you have met with several possible new investment banking firms to
represent NABI recently, so we hope that this is a signal that you agree that
this is the right approach. We are highly confident that this value maximization
process will result in the best risk-adjusted and present-valued outcome for
Nabi shareholders. We are also certain that this course of action has the
support of the majority of
Board of Directors of Nabi Biopharmaceuticals
June 15, 2006
Page 5
current Nabi shareholders, for whom you work. If you disagree, why not canvas
your current shareholder base to get their views rather than refusing to
interact with them?
It is our preference, of course, to work out an amicable and cooperative
solution to the issues we have raised. However, nothing short of a full and
public value maximization process will satisfy us. We have written this letter
directly to the Company's Board of Directors because we do not have faith in the
CEO based on prior experience. Should you disregard the will of the majority of
your shareholders, the consequences will be meted out through the democratic
process afforded shareholders under Delaware law and your charter and bylaws. In
that event, the clock is ticking towards the next annual meeting, and we will
make sure to fully chronicle your many missteps, past, present and future, as
you're shown your way out the door.
Sincerely,
/s/ Daniel S. Loeb
Daniel S. Loeb
Chief Executive Officer
Third Point LLC