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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 [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] 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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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THIRD POINT LLC ANNOUNCES CONSENT SOLICITATION
TO REMOVE NABI BIOPHARMACEUTICALS BOARD CHAIRMAN
NEW YORK, NEW YORK, September 26, 2006 - Third Point LLC announced today that it
intends to conduct shortly a consent solicitation in order to remove Thomas H.
McLain, Chairman, Chief Executive Officer and President of Nabi
Biopharmaceuticals (Nasdaq: NABI) from the Company's Board of Directors. Third
Point may also seek the removal of one or more other Nabi directors. In
conjunction with the solicitation, Third Point also intends to solicit consents
in favor of a shareholder proposal requesting that the Nabi Board fill any
vacancies created by removal with one or more individuals named by Third Point.
Third Point LLC, which beneficially owns approximately 9.5% of the Nabi
Biopharmaceuticals 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 3,691,500
shares of Common Stock; Third Point Ultra Ltd. may be deemed to beneficially own
621,600 shares of Common Stock; Third Point Partners LP may be deemed to
beneficially own 616,300 shares of Common Stock; Third Point Partners Qualified
LP may be deemed to beneficially own 458,400 shares of Common Stock; and
Lyxor/Third Point Fund Limited may be deemed to beneficially own 362,200 shares
of Common Stock.
SOURCE Third Point LLC
Media Contact:
Steve Bruce / Shawn Pattison / Ann Taylor Reed
The Abernathy MacGregor Group
(212) 371-5999
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