UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  þ                             Filed by a Party other than the Registrant  ¨

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
þ		Definitive Additional Materials
¨		Soliciting Material Pursuant to §240.14a-12
Nabi Biopharmaceuticals
(Name of Registrant as Specified in its Charter)
N/A
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ		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:
		(2)		Form, Schedule or Registration Statement No.:
		(3)		Filing Party:
		(4)		Date Filed:

 

 

 

---

Nabi Biopharmaceuticals sent the following letter to its stockholders on October 12, 2012.

 

YOUR IMMEDIATE ACTION IS REQUESTED

October 12, 2012

Dear Nabi Biopharmaceutical Stockholder:

We recently mailed to you supplemental proxy materials for the upcoming special meeting of stockholders to be reconvened on October 22, 2012 detailing certain information regarding the amended terms to the proposed business combination transaction with Biota Holdings Limited. Your vote is extremely important. Your Board of Directors believes the transaction with Biota is in the best interest of stockholders and strongly recommends that you vote “FOR” each of the proposals to be considered at the reconvened special meeting. Please consider the following:

 

•

Under the revised terms of the transaction agreement Nabi will be contributing $27 million instead of $54 million (as contemplated under the original terms of the transaction agreement) to the combined company. This will permit Nabi to distribute its remaining cash, expected to be between approximately $28 million and $31 million, to its existing stockholders prior to the completion of the transaction.

WE BELIEVE THAT THE TRANSACTION WITH BIOTA WILL ALLOW NABI STOCKHOLDERS TO PARTICIPATE IN THE COMBINED COMPANY’S FUTURE GROWTH

Biota is a leading company in anti-infective drug discovery and development. The proposed transaction will enable Nabi to transition into a revenue generating, late stage integrated biotechnology company with solid growth prospects. The combined company will have three royalty generating products and several attractive clinical and preclinical products with the ability to fund future clinical programs. The Nabi Board of Directors believes that Biota’s $231 million contract with the U.S. Office of Biomedical Advanced Research and Development Authority (BARDA) for advanced development of Laninamivir in the U.S. would be more appropriately valued in the U.S. capital markets compared to in Australia, where Biota’s shares are currently traded.

LEADING INDEPENDENT INSTITUTIONAL PROXY ADVISORY FIRMS RECOMMEND NABI STOCKHOLDERS SUPPORT THE TRANSACTION WITH BIOTA

Both Institutional Shareholder Services (“ISS”) and Glass Lewis & Co., the nation’s two leading institutional proxy advisory firms recommended that Nabi stockholders support the transaction with Biota. In its report dated, October 4^th, ISS acknowledged,

“Given the values of the revised deal terms, a liquidation scenario no longer appears reasonably likely to provide shareholders with greater value than the acquisition by Biota. As such, shareholder support for the acquisition is warranted.”

---

In its October 10, 2012 report Glass Lewis concluded,

“We continue to believe that the proposed merger with Biota has strategic merit. We now also believe that the valuation proposition is more balanced and fair to Nabi shareholders. Under the revised terms, the implied valuation for Nabi shareholders is significantly higher than under the original terms and also exceeds the amount estimated to be distributed in a liquidation scenario.”

ISS and Glass Lewis are the leading independent proxy advisory firms and their voting analyses and recommendations are relied upon by hundreds of institutional investment funds, mutual funds and fiduciaries throughout the world.

YOUR VOTE IS IMPORTANT. PLEASE RETURN A WHITE PROXY CARD TODAY!

Nabi urges you to read both the Definitive Proxy Statement dated August 7, 2012 and the Supplement dated September 25, 2012, as they contain important information about the transaction with Biota and the reasons your Board of Directors is recommending the transaction to you.

If you previously voted a green proxy card or green voting instruction form, that vote will not be counted at the special meeting scheduled to reconvene on October 22, 2012. If you previously submitted a white proxy card voting against the transaction, your Board of Directors urges you to revoke that vote and vote FOR each of the proposals to be considered at the reconvened special meeting. Please promptly vote your shares by completing, signing and dating the enclosed WHITE proxy card or WHITE voting instruction form and returning it in the postage-paid envelope provided, or by voting via the Internet or by telephone. Only your latest dated proxy is counted. If you have already voted FOR the proposals on a white proxy card or white voting instruction form, you do not need to vote again.

Thank you for voting.

 

If you have questions or need assistance voting your shares, you should contact: