View:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Amendment No. 12)
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
- --------------------------------------------------------------------------------
(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
January 1, 2009
- --------------------------------------------------------------------------------
(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 16 Pages
- ----------------------------- ---------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Third Point LLC
- ----------- --------------------------------------------------------------------
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
--------- ------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 6,890,000
BY EACH REPORTING --------- ------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,890,000
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,890,000
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ----------- --------------------------------------------------------------------
SCHEDULE 13D
- ----------------------------- ---------------------------
CUSIP No. 629519109 Page 3 of 16 Pages
- ----------------------------- ---------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
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
--------- ------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 0
BY EACH REPORTING --------- ------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
0
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ----------- --------------------------------------------------------------------
SCHEDULE 13D
- ----------------------------- ---------------------------
CUSIP No. 629519109 Page 4 of 16 Pages
- ----------------------------- ---------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Third Point Offshore Master Fund, L.P.
- ----------- --------------------------------------------------------------------
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
--------- ------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 4,428,500
BY EACH REPORTING --------- ------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,428,500
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,428,500
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------- --------------------------------------------------------------------
SCHEDULE 13D
- ----------------------------- ---------------------------
CUSIP No. 629519109 Page 5 of 16 Pages
- ----------------------------- ---------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Third Point Advisors II LLC
- ----------- --------------------------------------------------------------------
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
--------- ------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 4,428,500
BY EACH REPORTING --------- ------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,428,500
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
4,428,500
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.5%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- ----------- --------------------------------------------------------------------
SCHEDULE 13D
- ----------------------------- ---------------------------
CUSIP No. 629519109 Page 6 of 16 Pages
- ----------------------------- ---------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
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
--------- ------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 6,890,000
BY EACH REPORTING --------- ------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
6,890,000
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,890,000
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------- --------------------------------------------------------------------
SCHEDULE 13D
- ----------------------------- ---------------------------
CUSIP No. 629519109 Page 7 of 16 Pages
- ----------------------------- ---------------------------
- ----------- --------------------------------------------------------------------
1 NAME OF REPORTING PERSON
Jason Aryeh
- ----------- --------------------------------------------------------------------
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
--------- ------------------------------------------------
8 SHARED VOTING POWER
NUMBER OF SHARES
BENEFICIALLY OWNED 1,285,650
BY EACH REPORTING --------- ------------------------------------------------
PERSON WITH 9 SOLE DISPOSITIVE POWER
0
--------- ------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,285,650
- ----------- --------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,285,650
- ----------- --------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- ----------- --------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.5%
- ----------- --------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- ----------- --------------------------------------------------------------------
This Amendment No. 12 (this "Amendment No. 12") is being filed with respect
to the common stock, par value $0.10 per share (the "Common Stock"), of Nabi
Biopharmaceuticals, a Delaware corporation (the "Company"), to amend the
Schedule 13D filed on April 17, 2006 (as amended by Amendment No. 1 thereto
filed on April 27, 2006, Amendment No. 2 thereto filed on June 15, 2006,
Amendment No. 3 thereto filed on August 16, 2006, Amendment No. 4 thereto filed
on September 5, 2006, Amendment No. 5 thereto filed on September 14, 2006,
Amendment No. 6 thereto filed on September 26, 2006, Amendment No. 7 thereto
filed on October 4, 2006, Amendment No. 8 thereto filed on October 16, 2006,
Amendment No. 9 thereto filed on October 30, 2006, Amendment No. 10 thereto
filed on November 13, 2006, Amendment No. 11 thereto filed on May 11, 2007 and
this Amendment No. 12, the "Schedule 13D"). This Amendment No. 12 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"), Daniel S. Loeb, an individual
("Mr. Loeb"), Third Point Offshore Master Fund, L.P., a Cayman Islands exempted
limited partnership (the "Offshore Master Fund"), and Third Point Advisors II
L.L.C., a Delaware limited liability company ("Advisors II" and together with
the Management Company, Mr. Loeb, the Offshore Fund, the Offshore Master Fund
and Advisors II, the "Third Point Reporting Persons"), and Jason Aryeh, an
individual ("Mr. Aryeh" and, together with the Third Point Reporting Persons,
the "Reporting Persons").
As of January 1, 2009, the Offshore Fund, one of the existing joint
filers of the Schedule 13D, has transferred all of its assets (including its
interest in the Common Stock) to the Offshore Master Fund. This Amendment No. 12
is being filed to disclose that the Offshore Fund no longer beneficially owns
any Common Stock and to include the Offshore Master Fund and Advisors II as
joint filers of the Schedule 13D. The Offshore Master Fund and Advisors II may
be deemed to have beneficial ownership of more than 5% of the Common Stock by
virtue of the Offshore Master Fund's acquisition of the Common Stock. Advisors
II is the general partner of the Offshore Master Fund and as such may be deemed
to have beneficial ownership over the Common Stock owned by the Offshore Master
Fund. The Management Company is the investment manager or adviser to a variety
of funds and managed accounts (such funds and accounts, including the Offshore
Master Fund, the "Funds"). The Funds directly own the Common Stock to which this
Schedule 13D relates, and Mr. Loeb and the Management Company may be deemed to
have beneficial ownership over such Common Stock by virtue of the authority
granted to them by the Funds to vote and to dispose of the securities held by
the Funds, including the Common Stock. Mr. Aryeh may be deemed to have
beneficial ownership of (i) shares that may be acquired upon exercise of options
held directly by him and (ii) the shares of Common Stock directly owned (or
acquirable upon the exercise of options to purchase Common Stock) by JALAA
Equities, LP ("JALAA"), JLV Investments, LP, the Jason Aryeh Trust, the Jason
Aryeh 2003 Family Trust, the Jason Aryeh IRA, and Ann Schroeder (collectively,
the "Aryeh Entities") by virtue of his ability to vote and/or to dispose of the
securities held by the Aryeh Entities, including the Common Stock.
Item 2. Identity and Background.
Item 2(a) of the Schedule 13D is hereby amended by adding the following
thereto:
Third Point Offshore Master Fund, L.P. (the "Offshore Master Fund") is
organized as an exempted limited partnership under the laws of the Cayman
Islands. Third Point Advisors II L.L.C. ("Advisors II") is organized as a
limited liability company under the laws of the State of Delaware.
Item 2(b) of the Schedule 13D is hereby amended by adding the following
thereto:
The address of the principal business and principal office of the Offshore
Master Fund is c/o Walkers SPV Limited, Walker House, 87 Mary Street, George
Town, Grand Cayman KY1-9002, Cayman Islands, British West Indies. The address of
the principal business and principal office of Advisors II is 390 Park Avenue,
New York, New York, 10022.
Item 2(c) of the Schedule 13D is hereby amended by adding the following
thereto:
The principal business of the Offshore Master Fund is to invest and trade
in securities. The principal business of Advisors II is to serve as the general
partner of the Offshore Master Fund.
Item 2(d) of the Schedule 13D is hereby amended by adding the following
thereto:
Neither the Offshore Master Fund nor, to the best of its knowledge, any of
its directors, executive officers or general partner has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). Neither Advisors II nor, to the best of its knowledge,
any of its directors, executive officers or members has, during the last five
years, been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
Item 2(e) of the Schedule 13D is hereby amended by adding the following
thereto:
Neither the Offshore Master Fund nor, to the best of its knowledge, any of
its directors, executive officers or general partner has, during the last five
years, been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws. Neither Advisors II nor, to
the best of its knowledge, any of its directors, executive officers or members
has, during the last five years, been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 of the Schedule 13D is hereby amended by adding the following:
The Offshore Master Fund acquired all of the assets of the Offshore
Fund including the Common Stock beneficially owned by the Offshore Fund in
exchange for issuing its entire limited partnership interest to the Offshore
Fund.
Item 5. Interest in Securities of the Issuer.
Item 5(a) of the Schedule 13D is hereby amended and restated as follows:
As of the date of this Schedule 13D, the Management Company and Mr. Loeb
beneficially own 6,890,000 shares of Common Stock (the "Third Point Shares").
The Third Point Shares represent 13.3% of the Common Stock, based upon the
51,940,659 shares of Common Stock outstanding as of October 31, 2008, as
reported in the Company's Quarterly Report on Form 10-Q for the quarterly period
ended September 27, 2008 (the "Reported Share Number"). Except as stated
otherwise, the percentages used herein and in the rest of this Schedule 13D are
calculated based upon the Reported Share Number.
As of the date of this Schedule 13D, the Offshore Fund does not
beneficially own any Common Stock, the Offshore Master Fund directly
beneficially owns 4,428,500 shares of Common Stock (transferred to it by the
Offshore Fund), representing 8.5% of the outstanding shares of Common Stock and
Advisors II, as general partner of the Offshore Master Fund, beneficially owns
4,428,500 shares of Common Stock, representing 8.5% of the outstanding shares of
Common Stock. None of the other individual Funds beneficially owns a number of
shares of Common Stock representing more than 5% of the outstanding shares of
Common Stock.
As of the date hereof, Mr. Aryeh beneficially owns 1,285,650 shares of
Common Stock, consisting of 1,232,650 shares of Common Stock currently
beneficially owned by Mr. Aryeh (the "Aryeh Shares") and 53,000 shares of Common
Stock acquirable within 60 days of this Schedule 13D upon exercise of options
granted by the Company to and currently held by Mr. Aryeh in connection with his
service as a member of the board of directors of the Company (the "Aryeh
Options"). The Aryeh Shares and Aryeh Options together represent 2.5% of the
outstanding Common Stock, based upon (i) the Reported Share Number and (ii) the
53,000 shares of Common Stock issuable upon the exercise of the Aryeh Options.
Item 5(b) of the Schedule 13D is hereby amended and restated as follows:
The Management Company and Mr. Loeb share voting and dispositive power over
the 6,890,000 shares of Common Stock held directly by the Funds. The Management
Company, Mr. Loeb, the Offshore Master Fund and Advisors II share voting power
and dispositive power over the 4,428,500 shares of Common Stock held directly by
the Offshore Master Fund. Mr. Aryeh and the Aryeh Entities share voting power
and dispositive power over the 1,285,650 shares of Common Stock beneficially
owned by Mr. Aryeh.
Item 5(c) of the Schedule 13D is hereby amended by adding the following
thereto:
On January 1, 2009, the Offshore Fund transferred all of its assets
(including all its interest in the shares of Common Stock) to the Offshore
Master Fund in exchange for the entire limited partnership interest of the
Offshore Master Fund.
Except as set forth herein, during the past 60 days, there were no
transactions in the Common Stock effected by any of the Reporting Persons, nor,
in the case of the Management Company, the Offshore Fund and JALAA, to the best
of their knowledge, any of their directors, executive officers, general partners
or members, as applicable. Except as described herein, there were no
transactions effected by the Offshore Master Fund or Advisors II.
Item 5(d) of the Schedule 13D is hereby amended and restated as follows:
Other than the Funds which directly hold the Third Point 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 Third Point Shares. Other than the Aryeh Entities which directly hold
the Aryeh 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 Aryeh Shares.
Item 5(e) of the Schedule 13D is hereby amended and restated as follows:
The Offshore Fund has ceased to be the beneficial owner of more than five
percent of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 of the Schedule 13D is hereby amended by adding the following
thereto:
In connection with his service as a member of the board of directors of the
Company, on May 18, 2007, Mr. Aryeh was granted options, which he currently
holds, pursuant to which he can purchase 20,000 shares of Common Stock at a
price of $5.20 per share. Such options became exercisable in four equal
installments on August 18, 2007, November 18, 2007, February 18, 2008, and May
18, 2008 and expire on May 18, 2014. Mr. Aryeh was granted additional options in
connection with his service as a member of the board of directors of the Company
on May 7, 2008, which he currently holds, and pursuant to which he can purchase
20,000 shares of Common Stock at a price of $3.84 per share. Such options became
or will become exercisable in four equal installments on August 7, 2008,
November 7, 2008, February 7, 2009, and May 7, 2009 and expire on May 7, 2015.
On January 1, 2009, the Offshore Master Fund acquired all of the assets of
the Offshore Fund (including the Common Stock beneficially owned by the Offshore
Fund), in exchange for the entire limited partnership interest of the Offshore
Master Fund pursuant to an Assignment and Assumption Agreement and Bill of Sale,
dated as of December 29, 2008, by and between the Offshore Fund and the Offshore
Master Fund.
Item 7. Material to be Filed as Exhibits
99.2 Joint Filing Agreement, dated as of January 5, 2009, by and among
Third Point LLC, .Daniel S. Loeb, Third Point Offshore Fund Ltd.,
Third Point Offshore Master Fund, L.P., and Third Point Advisors II
L.L.C.
99.3 Power of Attorney granted by Daniel S. Loeb in favor of James P.
Gallagher, William Song, Joshua L. Targoff and Bruce Wilson, dated
January 5, 2009.
[Signatures on following page]
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: January 5, 2009
THIRD POINT LLC
By: Daniel S. Loeb, Chief Executive Officer
By: /s/ William Song
----------------------------------------
Name: William Song
Title: Attorney-in-Fact
DANIEL S. LOEB
By: /s/ William Song
----------------------------------------
Name: William Song
Title: Attorney-in-Fact
THIRD POINT OFFSHORE FUND, LTD.
By: Daniel S. Loeb, Director
By: /s/ William Song
----------------------------------------
Name: William Song
Title: Attorney-in-Fact
[SIGNATURE PAGE TO AMENDMENT NO. 12 TO SCHEDULE 13D
WITH RESPECT TO NABI BIOPHARMACEUTICALS]
THIRD POINT OFFSHORE MASTER FUND, L.P.
By: Third Point Advisors II L.L.C.,
its general partner
By: Daniel S. Loeb, Managing Director
By: /s/ William Song
----------------------------------------
Name: William Song
Title: Attorney-in-Fact
THIRD POINT ADVISORS II L.L.C.
By: Daniel S. Loeb, Managing Director
By: /s/ William Song
----------------------------------------
Name: William Song
Title: Attorney-in-Fact
/s/ Jason Aryeh
--------------------------------------------------
Jason Aryeh
[SIGNATURE PAGE TO AMENDMENT NO. 12 TO SCHEDULE 13D
WITH RESPECT TO NABI BIOPHARMACEUTICALS]
Exhibit 99.2
JOINT FILING AGREEMENT
PURSUANT TO RULE 13d-1(k)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
filing agreements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning it contained therein, but shall not be responsible
for the completeness and accuracy of the information concerning the others,
except to the extent that it knows or has reason to believe that such
information is inaccurate. This Agreement may be executed in any number of
counterparts and all of such counterparts taken together shall constitute one
and the same instrument.
Dated: January 5, 2009
THIRD POINT LLC
By: Daniel S. Loeb, Chief Executive Officer
By: /s/ William Song
---------------------------------------------
Name: William Song
Title: Attorney-in-Fact
DANIEL S. LOEB
By: /s/ William Song
---------------------------------------------
Name: William Song
Title: Attorney-in-Fact
THIRD POINT OFFSHORE FUND, LTD.
By: Daniel S. Loeb, Director
By: /s/ William Song
---------------------------------------------
Name: William Song
Title: Attorney-in-Fact
THIRD POINT OFFSHORE MASTER FUND, L.P.
By: Third Point Advisors II L.L.C., its general
partner
By: Daniel S. Loeb, Managing Director
By: /s/ William Song
---------------------------------------------
Name: William Song
Title: Attorney-in-Fact
THIRD POINT ADVISORS II L.L.C.
By: Daniel S. Loeb, Managing Director
By: /s/ William Song
---------------------------------------------
Name: William Song
Title: Attorney-in-Fact
Exhibit 99.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS THAT the undersigned hereby constitute and
appoint JAMES P. GALLAGHER, WILLIAM SONG, JOSHUA L. TARGOFF and BRUCE WILSON and
each of them severally, as the true and lawful attorneys and agents of each of
the undersigned, with power to act with or without the others and with full
power of substitution and resubstitution, to execute in the name, place and
stead of each of the undersigned any statements, reports or filings with respect
to the undersigned (whether such filing includes one or more or all of the
undersigned) necessary or advisable in connection with any disclosure
requirement promulgated under the federal or state securities laws of the United
States or any other applicable regulatory body, including, without limitation,
the Company's compliance with the Securities Exchange Act of 1934, as amended,
and the rules and regulations promulgated thereunder (including, without
limitation, any filings on Schedule 13D, Schedule 13G, Form 3, Form 4, Form 5
and Form 13F and any forms or statements required to be submitted in connection
with any electronic filing), and any and all amendments to such statements,
reports and filings, and any disclosure requirement promulgated under the
securities laws or any similar laws or regulations of any jurisdiction whether
inside or outside of the United States, and all amendments to such statements,
reports and filings, and to file the same, with all exhibits thereto, and all
other documents in connection therewith, with the United States Securities and
Exchange Commission or any other applicable regulatory body, said attorneys and
agents having full power and authority to do and perform in the name and on
behalf of any of the undersigned every act necessary to be done in the premises
as fully and as effectually as the undersigned might or could do in person; and
each of the undersigned hereby ratifies and confirms all that said attorneys and
agents shall do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has subscribed these presents as of
January 5, 2009.
/s/ Daniel S. Loeb
--------------------------------------------------
Daniel S. Loeb
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
THIRD POINT PARTNERS LP
By: Third Point Advisors LLC,
its General Partner
By: /s/ Daniel S. Loeb
---------------------------------------------
Name: Daniel S. Loeb
Title: Managing Member
THIRD POINT PARTNERS QUALIFIED LP
By: Third Point Advisors LLC,
its General Partner
By: /s/ Daniel S. Loeb
---------------------------------------------
Name: Daniel S. Loeb
Title: Managing Member
THIRD POINT ULTRA LTD.
By: Third Point LLC, its Investment Manager
By: /s/ Daniel S. Loeb
---------------------------------------------
Name: Daniel S. Loeb
Title: Chief Executive Officer
LYXOR/THIRD POINT FUND LIMITED
By: Third Point LLC, its Investment Manager
By: /s/ Daniel S. Loeb
---------------------------------------------
Name: Daniel S. Loeb
Title: Chief Executive Officer
THIRD POINT OFFSHORE MASTER FUND, L.P.
By: Third Point Advisors II L.L.C.,
its general partner
By: /s/ Daniel S. Loeb
---------------------------------------------
Name: Daniel S. Loeb
Title: Managing Member
THIRD POINT ADVISORS II L.L.C.
By: /s/ Daniel S. Loeb
---------------------------------------------
Name: Daniel S. Loeb
Title: Managing Member