NEW YORK, Sept. 12, 2012 /PRNewswire/ -- The Mangrove
Partners Fund, L.P. ("Mangrove Partners"), one of the largest
stockholders of Nabi Biopharmaceuticals (NasdaqGS: NABI), announced
today that both Institutional Shareholder Services ("ISS") and
Glass Lewis & Co. ("Glass Lewis") have recommended that
stockholders support Mangrove Partners and vote against the
proposed merger (the "Transaction") of Nabi with Biota Holdings
Limited (BTA.AX). Both preeminent proxy advisory firms supported
Mangrove Partners' view that the proposed Transaction does not
deliver adequate value to Nabi stockholders and both advise
stockholders to vote AGAINST all six management proposals in
connection with the Transaction (the "Transaction Proposals") at
the special meeting of stockholders scheduled to be held on
September 24, 2012.
In its analysis, ISS states, "Even with relatively conservative
estimates, the acquisition by Biota is not clearly preferable to a
liquidation scenario." Mangrove Partners has repeatedly expressed
its beliefs that a liquidation would not only deliver equal or
greater value than the proposed Transaction, but will also retain
all of the potential value of Nabi's remaining assets, notably the
rights to NixVAX, Phoslyra royalties, the value of the public shell
listing, and NOLs. In addition, ISS notes that the Transaction
fails to deliver a takeover premium and that "the consideration
received from Biota represents a 15.7% discount for
shareholders."
Glass Lewis also opposes the proposed Transaction and recommends
that shareholders vote against all six Transaction Proposals.
Specifically, Glass Lewis notes, "The most recent implied valuation
represents discounts to both Nabi's cash value as well as the
board's midpoint liquidation value." Accordingly, Glass Lewis
concludes that "the merger is not in the best interests of
shareholders at this time" and points out that "Biota stands to
gain a controlling stake in the Company at a discounted price while
also realizing a greater portion of the combined cash and assets
relative to its own contributions." This supports Mangrove
Partners' stated position that the proposed Transaction is
ill-conceived and not in the best interest of Nabi
stockholders.
In light of ISS' and Glass Lewis' recommendations against the
Transaction, Mangrove Partners believes it would be very difficult
to obtain stockholder approval for the Transaction. Mangrove
Partners urges Nabi's management and Board of Directors to stop
wasting stockholders' money in pursuing this ill-conceived
Transaction. Returning Nabi's cash to stockholders is even more
important in light of Biota's evolving business plan that calls for
an increase in future cash burn. In an interview with Open
Briefings.com on August 22, 2012,
Biota CEO, Peter Cook, stated,
"After we go through the transition process, we'd expect to crank
up one or more of our early stage programs we think have the best
chance of success. That means our cash burn will increase."
Mangrove Partners questions whether Mr. Cook's remarks have been
adequately communicated to Nabi stockholders and believes that the
remarks highlight the heightened investment risk in Biota. Mr. Cook
also noted that if the Transaction is approved, new Biota will have
enough cash for three years of operation. This means that even if
Biota's pipeline assets do not fail during the clinical testing
process, Biota runs the risk of exhausting its cash reserves before
any of its pipeline assets can be fully developed.
Mangrove Partners urges Nabi Biopharmaceuticals to stop wasting
stockholders' time and money and either abandon the proposed
Transaction or reconfigure it to return substantially all of the
cash at Nabi to Nabi stockholders or significantly increase the
consideration given to Nabi stockholders and include a collar to
protect against further declines in Biota's stock price so as to
bring the proposed Transaction more in line with the best interests
of Nabi's stockholders.
MANGROVE PARTNERS URGES NABI STOCKHOLDERS TO PROTECT THEIR
INVESTMENT BY VOTING "NO" ON THE PROPOSED TRANSACTION WITH
BIOTA
MANGROVE PARTNERS URGES STOCKHOLDERS TO VOTE AGAINST THE
TRANSACTION PROPOSALS BY SIGNING, DATING AND RETURNING A GREEN
PROXY CARD AS SOON AS POSSIBLE
About Mangrove Partners
Mangrove Partners is an investment advisor to a special
situations hedge fund. Mangrove seeks to exploit market
dislocations, company specific events and forced selling,
particularly with respect to smaller issues and more complex
instruments. Underpinning Mangrove's research is a deep value
investing philosophy and the search for investments that provide a
margin of safety.
Contact:
If you have any questions or require any assistance with your
vote, please contact SCB Advising, Inc., who is assisting us, at
1-877-786-3323 or 1-646-290-5243.
Steven Balet (917) 261-2217
SOURCE Mangrove Partners Fund, L.P.