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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] 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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On October 4, 2006, Third Point LLC ("Third Point"), Third Point Offshore
Fund, Ltd. and Daniel S. Loeb filed with the Securities and Exchange Commission
(the "SEC") a seventh amendment to their Schedule 13D ("Amendment No. 7") with
respect to Nabi Biopharmaceuticals, a Delaware corporation (the "Company"), to
disclose Third Point's discussions with the Company's strategic advisors
regarding Third Point's planned consent solicitation and to disclose the press
release issued by Third Point confirming its intent to conduct the consent
solicitation. The foregoing description of Amendment No. 7 is qualified in its
entirety by the complete text of such Amendment No. 7, which is attached hereto
as Exhibit 1, and is incorporated herein by reference.
***
Exhibits
--------
Exhibit 1 -- Amendment No. 7 to Schedule 13D of Third Point LLC, Third
Point Offshore Fund, Ltd. and Daniel S. Loeb, filed with the
SEC on October 4, 2006.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 7)
Under the Securities Exchange Act of 1934*
Nabi Biopharmaceuticals
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(Name of Issuer)
Common Stock, par value $0.10 per share
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(Title of Class of Securities)
629519109
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(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
October 4, 2006
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(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. #13-3922602
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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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
--------- ------------------------------------------------
8 SHARED VOTING POWER
5,750,000
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,750,000
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,750,000
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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%
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14 TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D
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CUSIP No. 629519109 Page 3 of 10 Pages
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- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Third Point Offshore Fund , Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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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
--------- ------------------------------------------------
8 SHARED VOTING POWER
3,724,100
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
3,724,100
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,724,100
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.2%
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14 TYPE OF REPORTING PERSON*
OO
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SCHEDULE 13D
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CUSIP No. 629519109 Page 4 of 10 Pages
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- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel S. Loeb
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- --------------------- --------- ------------------------------------------------
7 SOLE VOTING POWER
0
--------- ------------------------------------------------
8 SHARED VOTING POWER
5,750,000
--------- ------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,750,000
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,750,000
- ----------- --------------------------------------------------------------------
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%
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14 TYPE OF REPORTING PERSON*
IN
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This Amendment No. 7 (the "Amendment") amends the Schedule 13D filed on
April 17, 2006 (together with Amendment No. 1 thereto previously filed on April
27, 2006, Amendment No. 2 thereto previously filed on June 15, 2006, Amendment
No. 3 thereto previously filed on August 16, 2006, Amendment No. 4 thereto
previously filed on September 5, 2006, Amendment No. 5 thereto previously filed
on September 14, 2006 and Amendment No. 6 thereto previously filed on September
26, 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 4. Purpose of Transaction.
Item 4 of the Schedule 13D is hereby amended by adding the following
thereto:
On September 28, 2006, a representative of the Reporting Persons contacted
a representative of Banc of America Securities LLC ("BAS"), the Company's
investment bank, to suggest that the Company might avoid a consent solicitation,
thus benefiting all of the Company's shareholders, if it were to take additional
steps to address the issues raised by the Reporting Persons in their prior
correspondence with the Company and BAS. In response, on September 29, 2006, the
BAS representative requested that the Reporting Persons deliver to BAS later
that day a proposal setting forth the terms on which the Reporting Persons would
agree not to conduct their previously announced solicitation. The BAS
representative committed to seek a response from the Company by October 3, 2006.
Later on September 29, 2006, the Reporting Persons proposed that they would
refrain from conducting a consent solicitation to
remove Mr. McLain and possibly one or more other directors from the Board if (i)
the Company would add to the Board two individuals who would be named by, but
would not be employees of, the Reporting Persons, (ii) the Company would form a
strategic action committee (the "SAC") with broad powers to run a value
maximization process and whose members would be the two individuals nominated to
the Board by the Reporting Persons plus two other Board members (other than Mr.
McLain) to be agreed upon by the Reporting Persons and the Company, (iii) all
corporate expenditures or asset acquisitions or sales (including joint ventures
and licensing arrangements) in excess of $5 million (or involving payments or
obligations in excess of $5 million) would be required to be approved by the
SAC, (iv) the Reporting Persons would have the right, exercisable at their
option no earlier than 120 days prior to the date of the Company's 2007 Annual
Meeting of Shareholders, to be updated in detail by the SAC and its financial
advisors on the history and status of the value maximization process, (v) the
Company would hold its 2007 Annual Meeting of Shareholders no later than May 31,
2007, and would give the Reporting Persons notice of the date of that meeting no
later than 120 days prior to the date of the meeting and (vi) the Company would
reimburse the Reporting Persons for their out-of-pocket legal expenses in
connection with its investment in the Company, up to $100,000.
On October 1, 2006, BAS responded to the Reporting Persons' proposal by
advising the Reporting Persons that they, as the Company's strategic advisors,
together with the Company's outside legal advisors, believed that they could
"pitch" to the Board "with reasonable success" a settlement whereby (i) the
Company would agree, as it had already publicly disclosed, that it would explore
the full range of strategic alternatives available to the Company to further
enhance shareholder value, including a possible sale of all or part of the
Company, (ii) subject to a confidentiality agreement, the Company would keep the
Reporting Persons informed on a regular basis of the progress made in connection
with the process (including weekly updates regarding the status of discussions
with all parties contacted by BAS or who contact the Company on an unsolicited
basis) and listen to the Reporting Persons' suggestions and opinions regarding
the process and (iii) the Reporting Persons would agree that, until the tenth
day prior to the last day shareholders can submit proposals for the 2007 Annual
Meeting of Shareholders, the Reporting Persons would not engage in any
solicitations of proxies or consents to vote any securities of the Company.
Later on October 1, 2006, the Reporting Persons responded to BAS that its
counter-proposal was not acceptable to the Reporting Persons because it did not
address any of the concerns reflected in the Reporting Persons' proposal and
would leave the Reporting Persons in a worse position than if no agreement had
been reached with the Company. As to the latter concern, among other things, the
Reporting Persons believe that the counter-proposal made by BAS would have
allowed the Company to proceed with its announced
process of exploring strategic alternatives without the active participation of
shareholder nominated representatives and would not place limits on management's
ability to take steps that could hamper a strategic process or diminish the
asset values embedded within the Company.
On October 4, 2006, the Reporting Persons issued a press release confirming
its intention to proceed with its previously announced consent solicitation to
remove Mr. McLain and said that it would likely seek the removal of one or more
additional Company directors. A copy of the Reporting Persons' October 4, 2006
press release is attached hereto as Exhibit 99.1 and is incorporated by
reference herein.
* * * *
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.
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 5,750,000 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 60,376,349 shares of Common Stock outstanding as of
July 27, 2006, as reflected in the Company's Quarterly Report on Form 10-Q for
the quarterly period ended July 1, 2006.
As of the date of this Amendment, the Offshore Fund directly beneficially
owns 3,724,100 shares of Common Stock, which represent 6.2% 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 5,750,000 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 3,724,100 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, during the past
60 days 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.
Item 7. Material to be Filed as Exhibits.
99.1 Press release, dated September 4, 2006.
Schedule A
(Transactions by the Funds in Common Stock
since the most recent filing on Schedule 13D)
Date Transaction Shares Price Per Share($)
- --------------- ------------------- ------------------------ ------------------
9/29/06 BUY 38,300 5.78
- --------------- ------------------- ------------------------ ------------------
9/29/06 SELL (38,300) 5.78
- --------------- ------------------- ------------------------ ------------------
Schedule B
(Transactions by the Offshore Fund in Common Stock
since the most recent filing on Schedule 13D)
Date Transaction Shares Price Per Share($)
- --------------- ------------------- ------------------------ ------------------
9/29/06 BUY 32,600 5.78
- --------------- ------------------- ------------------------ ------------------
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: October 4, 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. 7 TO SCHEDULE 13D
WITH RESPECT TO NABI BIOPHARMACEUTICALS]
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