NEW YORK, Sept. 19, 2012 /PRNewswire/ -- The Mangrove
Partners Fund, L.P. ("Mangrove Partners"), one of the largest
stockholders of Nabi Biopharmaceuticals (NasdaqGS: NABI), announced
today that it is pleased that Nabi Biopharmaceuticals has responded
to the concerns of its stockholders by amending the terms of the
Transaction between Nabi Biopharmaceuticals and Biota Holdings. The
amended Transaction now returns greater cash to Nabi stockholders
and provides increased certainty through the use of a collar
mechanism to protect against drops in the price of Biota shares.
Mangrove believes that the total expected value of the
revised transaction is approximately $1.99 per share, which is comprised of
$1.04 per share in cash(1)
and the equivalent value of $0.95 per
share based on Biota stock price(2). We believe that
this potentially represents a 17% premium(3) to the
terms of the original Transaction using Biota's stock price as of
the close on September 18, 2012, a 9%
premium(4) to the discounted value under a formal
Delaware liquidation, and a 7%
premium(5) to the undiscounted value under a formal
Delaware liquidation. The average
of the foregoing premiums is 11%. Mangrove Partners believes
that these changes adequately address its concerns with the
Transaction and has therefore agreed to (i) terminate its
solicitation opposing the Transaction, (ii) unequivocally support
the amended Transaction on its current economic terms and (iii)
vote in favor of all of the Transaction Proposals at the upcoming
Special Meeting, which will be adjourned or postponed to a new date
that Nabi will announce in the coming days.
Nathaniel August, founder and
portfolio manager of Mangrove Partners, states, "We commend the
executive and management teams at Nabi Biopharmaceuticals and Biota
Holdings for amending the proposed Transaction on terms more
favorable to Nabi stockholders. We believe the amended transaction
is in the best interest of all stockholders and support the amended
Transaction."
In light of the support agreement entered into between Nabi and
Mangrove, Mangrove requests that you NOT vote on the GREEN proxy
card previously supplied by Mangrove. Also, no GREEN proxy cards
will be voted at the special meeting of Nabi Stockholders currently
scheduled for September 24, 2012, or
at any adjournments or postponements thereof. ACCORDINGLY, IF
YOU WISH TO VOTE ON THE TRANSACTION PROPOSALS AT THE NABI
STOCKHOLDERS MEETING, THEN YOU MUST VOTE ON NABI'S WHITE PROXY
CARD.
(1) The mid-point of Nabi's estimated range of cash
distributions to stockholders of $28 million
to $31 million divided by 28.328 million common shares of
Nabi.
(2) As at September 18, 2012, the
closing share price of Biota was AUD $0.69 and the foreign exchange rate was
$1.044 for each Australian
dollar. Consequently, at that date each Nabi share was
equivalent to 1.323 Biota shares or a value of approximately
$0.95 based on Biota share price and
exchange rate.
(3) Under the terms of the original Transaction, Mangrove
believes that Nabi stockholders would have received $1.71 per share in value. This was comprised of
$0.11 per share in cash and the
equivalent value of $1.60 per share
based on Biota's share price and exchange rate. The $0.11 per share in cash is based on the mid-point
of Nabi management's estimate of $1 million
to $5 million in cash distribution on 28.328 million common
shares of Nabi. The $1.60 is based on
a closing share price of AUD $0.69 on
September 18, 2012 and USD/AUD
foreign exchange rate of $1.044. Our
estimate of expected value under the amended Transaction of
$1.99 is a 17% premium over the terms
of the original Transaction.
(4) As per Nabi's filings, the estimated undiscounted value
under a formal Delaware
liquidation is $1.87 per share of
Nabi common stock. Our estimate of the expected value under the
amended Transaction of $1.99 is a 7%
premium over the terms of the original Transaction.
(5) As Nabi estimated that a formal Delaware liquidation would require a minimum
of three years to undertake, we believe that the expected
distributions must be discounted to a present value. We calculated
the discounted value calculated using a 10% discount rate, a
$1.61 per share initial distribution,
and subsequent distributions of the remaining $0.26 over the following three years resulting in
a discounted value of $1.83. Our
estimate of the expected value under the amended Transaction of
$1.99 is a 9% premium over the terms
of the original Transaction.
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.
SOURCE Mangrove Partners Fund, L.P.