SC 14D9/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14D-9

SOLICITATION/RECOMMENDATION STATEMENT
UNDER SECTION 14(D)(4) OF THE
SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO. 8)

FACET BIOTECH CORPORATION

(Name of Subject Company)

FACET BIOTECH CORPORATION

(Names of Person(s) Filing Statement)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

30303Q103

(CUSIP Number of Class of Securities)

Francis Sarena

Vice President, General Counsel and Secretary

1500 Seaport Boulevard

Redwood City, CA 94063

(650) 454-1000

(Name, Address and Telephone Number of Person Authorized to ReceiveNotice and Communications on Behalf of the Person(s) Filing Statement)

Copies To:

Richard Capelouto

Kirsten Jensen

Robert Spatt

Simpson Thacher & Bartlett LLP

2550 Hanover Street

Palo Alto, CA 94304

(650) 251-5000

o      Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Purpose of Amendment

This Amendment No. 8 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (“SEC”) on October 1, 2009 (as amended and supplemented from time to time, the “Statement”) by Facet Biotech Corporation, a Delaware corporation (the “Company”), relating to the unsolicited tender offer by FBC Acquisition Corp. (“Purchaser”), a Delaware corporation and wholly owned subsidiary of Biogen Idec Inc. (“Biogen Idec”), to purchase all outstanding shares of common stock of the Company, par value $0.01 per share (“Common Stock”), including the associated rights to purchase shares of Series A Preferred Stock (“Rights”, and together with the Common Stock, the “Shares”) upon the terms and subject to the conditions set forth in the Purchaser’s Tender Offer Statement on Schedule TO originally filed by Purchaser with the SEC on September 21, 2009, as amended and supplemented prior to the date hereof (together with any amendments and exhibits thereto, the “Schedule TO”).  The value of the consideration offered pursuant to the Schedule TO (as so amended), together with all of the terms and conditions applicable to the tender offer, is referred to in this Statement as the “Offer”.  Unless otherwise indicated, all terms used herein but not defined shall have the meanings ascribed to them in the Statement.

Item 8.    Additional Information

Item 8 of the Statement is hereby amended and supplemented by inserting the following after the last paragraph under the heading “Board Action Regarding Rights Agreement”:

The Company has entered into a stockholders agreement, dated as of December 15, 2009, with a group of stockholders affiliated with Biotechnology Value Fund L.P. (collectively, “BVF”) providing for an amendment to the Rights Agreement to permit such stockholders to increase their aggregate Share ownership to an amount exceeding 15% but less than 20% of the Common Stock without becoming an “acquiring person” subject to compliance with the terms of such stockholders agreement.  The Company entered into the agreement in response to a request from BVF, which is the Company’s largest stockholder.  In the event the aggregate ownership of BVF is greater than 15% and less than 20% of the outstanding shares of Common Stock, if BVF transfers any Shares, the ownership limitation under the Rights Agreement applicable to BVF will be adjusted downwards so as to always equal one share greater than BVF’s then–current ownership, until such time as the limitation reaches 15%.  A copy of the stockholders agreement has been filed with the SEC as an exhibit to a current report on Form 8-K, and incorporated herein by reference.  A copy of the amendment to the Rights Agreement will be filed with the SEC after adoption as an exhibit to a Registration Statement on Form 8-A/A, and incorporated herein by reference.

Item 9.    Materials to Be Filed as Exhibits

Item 9 of the Statement is hereby amended and supplemented by adding the following exhibit:

Exhibit No.	Document
(a)(17)	Press release issued by Facet Biotech on December 15, 2009.

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SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

FACET BIOTECH CORPORATION
By:	/s/ FRANCIS SARENA
Name:	Francis Sarena
Title:	Vice President, General Counsel and Secretary
Dated:	December 15, 2009

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EX-99.(A)(17)

Exhibit (a)(17)

news release

For Immediate Release

Contacts:

Investors:	Media:
Jean Suzuki	Brunswick Group
Investor Relations	Steve Lipin/Cindy Leggett-Flynn
(650) 454-2648	(212) 333-3810
jean.suzuki@facetbiotech.com

MacKenzie Partners

Dan Burch/Larry Dennedy

(800) 322-2885

FACET BIOTECH’S BOARD OF DIRECTORS REITERATES RECOMMENDATION THAT

STOCKHOLDERS NOT TENDER AT $17.50 PER SHARE

— Enters into agreement with Biotechnology Value Fund, Facet Biotech’s largest stockholder, to

allow purchase of additional shares beyond 15 percent threshold —

Redwood City, Calif., December 15, 2009 — The board of directors of Facet Biotech Corporation (Nasdaq: FACT) today reiterated its recommendation that stockholders not tender their shares into, and reject the unsolicited, revised conditional tender offer from Biogen Idec Inc. (Nasdaq: BIIB) to acquire all of the outstanding shares of Facet Biotech common stock for $17.50 per share in cash.

Faheem Hasnain, president and chief executive officer of Facet Biotech, commented: “Our board, along with its advisors, determined that Biogen Idec’s offer is inadequate and materially undervalues the assets of the company, overstates the liabilities and demonstrates an incomplete understanding of our pipeline and technologies. We strongly recommend that stockholders not tender their shares into the offer, and believe that tendering will hamper our efforts to obtain full and fair value on their behalf. The board and management team remain open to appropriate opportunities that would provide full and fair value for our stockholders, and which reflect the upside potential of the company’s pipeline and technologies. The expiration of the tender offer would not mean that Facet Biotech’s offer to enter into due diligence with Biogen Idec or discussions with other third parties ends. The board and management will remain open to opportunities that place an appropriate value on the company beyond December 16.”

The basis for the board’s recommendation is set forth in the amendment to the Solicitation/Recommendation Statement on Schedule 14D-9 filed by Facet Biotech on December 10, 2009 with the Securities and Exchange Commission (SEC).

The Company also announced that in response to a request from Biotechnology Value Fund (BVF), the Company’s largest stockholder, Facet Biotech has agreed to amend its Rights Agreement to permit BVF to purchase a number of additional shares without the rights under the Rights Agreement becoming exercisable. BVF beneficially owned 3,683,521 shares of Facet Biotech common stock on December 15, 2009, which represents approximately 14.7 percent of the total shares outstanding on that date. The amendment will increase the ownership limit for BVF from 15 percent to 20 percent of the total outstanding shares of Facet Biotech common stock. As part of this arrangement, BVF has agreed that it will vote any shares it owns in excess of 15 percent of the outstanding common stock either in the same proportion as other Facet stockholders or in accordance with the recommendation of Facet’s board, at BVF’s election. BVF has informed the Company that it does not intend to tender its shares of common stock into Biogen Idec’s $17.50 per share tender offer. A copy of the agreement entered into between Facet Biotech and BVF will be filed by the Company with the SEC on Form 8-K.

Centerview Partners is serving as financial advisor and Simpson Thacher & Bartlett LLP is serving as legal advisor to Facet Biotech.

Stockholders with questions about the board’s recommendation or how to withdraw any tender of their shares may call MacKenzie Partners, Inc. at (800) 322-2885 (toll-free) or (212) 929-5500 (call collect), or by email to facet@mackenziepartners.com.

About Facet Biotech

Facet Biotech is a biotechnology company dedicated to advancing its pipeline of five clinical-stage products, leveraging its research and development capabilities to identify and develop new oncology drugs and applying its proprietary next-generation protein engineering technologies to potentially improve the clinical performance of protein therapeutics.

NOTE: Facet Biotech and the Facet Biotech logo are considered trademarks of Facet Biotech Corporation.

Forward-looking Statements

This press release contains forward-looking statements of Facet Biotech that are not historical facts.  These forward-looking statements may be identified by words such as “anticipate,” “expect,” “suggest,” “plan,” “believe,” “intend,” “estimate,” “target,” “project,” “could,” “should,” “may,” “will,” “would,” “continue,” “forecast,” and other similar expressions.  Each of these forward-looking statements involves risks and uncertainties.  Actual results may differ materially from those, express or implied, in these forward-looking statements.  Various factors may cause differences between current expectations and actual results, including risks and uncertainties associated with Biogen Idec’s revised tender offer.  Other factors that may cause Facet Biotech’s actual results to differ materially from those expressed or implied in the forward-looking statements in this press release are discussed in Facet Biotech’s filings with the Securities and Exchange Commission (SEC), including the “Risk Factors” sections of the Company’s periodic reports on Form 10-K and Form 10-Q filed with the SEC. Copies of Facet Biotech’s filings with the SEC may be obtained at the “Investors” section of Facet Biotech’s website at www.facetbiotech.com. Facet Biotech’s expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Facet Biotech’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based for any reason, except as required by law, even as new information becomes available or other events occur in the future. All forward-looking statements in this press release are qualified in their entirety by this cautionary statement.

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