Kaye Scholer Represents Biotest AG in its Acquisition of Plasma Protein Business Unit From Nabi Biopharmaceuticals Corp.

Chicago, September 12, 2007 – LAWFUEL – The Law Firm Newswire – Biotest AG, a company that researches and manufactures pharmaceutical, biotherapeutic and diagnostic products and has specialized in immunology and haematology, announced yesterday that it has entered into a definitive agreement to acquire Nabi Biopharmaceuticals’ Nabi Biologics strategic business unit for $185 million. Biotest researches and manufactures pharmaceutical, biotherapeutic and diagnostic products and has more than 1,200 employees worldwide.

The Kaye Scholer team was led by Russell Pallesen, Thomas H. Horenkamp and Adam Golden.

About Kaye Scholer

Kaye Scholer refers to Kaye Scholer LLP and its affiliates, with offices in New York, Chicago, Frankfurt, London, Los Angeles, Shanghai, Washington, D.C. and West Palm Beach. Founded in New York City in 1917, Kaye Scholer now includes some 500 attorneys and represents public and private companies, governmental entities, financial institutions and other organizations in matters around the world. Additional information is available on the firm’s website: www.kayescholer.com.

The following press release was issued yesterday:

PRESS RELEASE
Biotest AG acquires plasma protein business unit from Nabi Biopharmaceuticals Corp.

Acquisition of FDA-certified pharmaceutical production facilities and nine plasmapheresis centres
Immediate strong presence in the USA with hyperimmunoglobulins and plasma raw material
Strong sales and earnings growth expected in the medium term based on new market approvals of immunoglobulins
Financing through long-term bank loan – capital increase for part funding of the purchase price planned

Dreieich, 11 September 2007. Biotest AG, Dreieich has acquired the Biologics business unit (“Nabi Biologics”) from Nabi Biopharmaceuticals Corp., Boca Raton (Florida, USA) in which the company’s plasma protein operations are pooled. The purchase price stands at USD 185 million (approximately EUR 135 million). The transaction is still subject to merger approval and must also be agreed by the shareholders of Nabi Biopharmaceuticals.

The investment acquired under an asset deal comprises a state-of-the-art plasma protein production plant certified by the US Food and Drug Administration (FDA) as well as the unit’s headquarters in Boca Raton. The transaction also includes the acquisition of nine plasmapheresis centres certified by FDA and EMEA in six US states with a production volume of around 400,000 litres per year. At more than USD 80 million in 2007, total sales from the profitable business unit comprise plasma sales and Nabi-HB® product sales. Nabi-HB® is a human polyclonal antibody product indicated to prevent hepatitis B infection following accidental exposure to hepatitis B virus and is also used to prevent reinfection after liver transplantions

The transaction not only places Biotest among the most important plasma producers worldwide, but it also secures an outstanding global position in the hyperimmunoglobulin market. In addition, Biotest has gained a presence in the US immunoglobulin market considerably earlier than planned. With an annual demand of more than 30 tons, this market represents around one third of global demand. Moreover, Biotest is able to cover a major proportion of its plasma requirements using its own plasma centres.

Professor Dr. Gregor Schulz, Chairman of the Management Board of Biotest AG commented: “With the acquisition of Nabi Biologics, we have found the ideal complement for our European plasma protein business and have become a global player in the industry. We have an immediate share in the highly attractive and growing US plasma protein market and are substantially expanding our capacities, extending our product range and consolidating our clinical development portfolio.” Dr. Leslie Hudson, Interim President of Nabi Biopharmaceuticals Corp., added: “This agreement definitively puts us on the final path to a successful outcome of our strategic alternatives process and speaks to the attractiveness of the Nabi Biologics business. We feel this transaction not only will realize value for our Nabi shareholders but also will allow us to build on the promise of our pharmaceutical pipeline. I am delighted that after the transaction closes our Nabi Biologics and Corporate Shared Services employees will have the prospect of a promising future with Biotest.”

In addition to the quality and capacity offered by the production facilities and the proven expertise in the areas of production, quality assurance and marketing, the determining factors for the acquisition also included Nabi Biologics’ promising clinical development projects. A polyvalent immunoglobulin, in particular, displays outstanding product characteristics similar to those of Intratect® by Biotest and has recently entered a Phase III registration trial. Tailored to the US market, this product is to be launched here in the first half of 2010, which is considerably earlier than the launch date previously planned for Intratect®. Besides time advantages, Biotest will also benefit in terms of cost, since the Group is no longer required to invest in the additional expansion of the German production facilities which would otherwise have been required.

Another product in clinical development (clinical Phase IIb) is Civacir®, a polyvalent immunoglobulin containing antibodies that are neutralising the hepatitis C virus (HCV). It could be used to prevent re-infection in HCV positive liver transplant patients. According to the World Health Organisation (WHO), 170 million people worldwide are chronically affected with HVC because there is no vaccination available. In the USA, approximately one third of liver transplants are carried out as a result of this infection. Due to the high unmet medical need, in the US alone Civacir® has a market potential of somewhere in the three figure million dollar range. The drug candidate has been granted Orphan Drug Designation in Europe and the USA which comprises accelerated approval.

Biotest aims to achieve consolidated sales of at least EUR 380 million for 2008. In the medium term, based on the expected product approval of IVIG in the USA as well as the expanded capacities in Dreieich, sales for the Group are set to exceed the EUR 500 million mark.

Financing of the transaction, including repayment of all liabilities due to banks owed by Biotest AG, is secured by a long-term loan issued by Commerzbank AG. Deutsche Bank advised Biotest on matters relating to the transaction. Biotest anticipates that the new US operations will generate operating income in 2008, which almost matches the additional interest expenses volume. We therefore aim to achieve a further increase in the Group result before tax in 2008. For the current year, Biotest still expects to record an increase in earnings within the previously announced range. From 2010 onwards, the US plasma protein business is set to significantly increase sales and margin quality following the expected approval of IVIG, and thus contribute to a notably improved Group result.

Biotest AG plans to fund part of the purchase price financing through a capital increase. Sufficient authorised capital has been made available for this. The exact conditions of the capital increase will be announced at a later date. Biotest will therefore continue to maintain its equity-based financing practice in the accelerated growth stage which now lies ahead.

For additional information please visit our website www.biotest.de.

Disclaimer

This document contains forward-looking statements on overall economic development as well as on the business, earnings, financial and asset situation of Biotest AG and its subsidiaries. These statements are based on current plans, estimates, forecasts and expectations of the company and are thus subject to risks and elements of uncertainty that could result in deviation of actual developments from expected developments. The forward-looking statements are only valid at the time of publication. Biotest does not intend to update the forward-looking statements and assumes no obligation to do so.

About Biotest

Biotest AG, Dreieich, Germany, is a company that researches and manufactures pharmaceutical, biotherapeutic and diagnostic products and has specialised in immunology and haematology. In its Pharmaceutical segment, Biotest develops and markets immunoglobulins, clotting factors and albumins based on human blood plasma. These are used for diseases of the immune system or haematopoietic system. In the Biotherapeutic segment, Biotest researches in the clinical development of monoclonal antibodies, including in the indications of rheumatoid arthritis and blood cancer. The Diagnostic segment spans reagents and serology and microbiology systems which are used, for example, in blood transfusions. Biotest has around 1,200 employees worldwide and its shares are listed in the Frankfurt Stock Exchange’s Prime Standard.

About Nabi Biopharmaceuticals

Nabi Biopharmaceuticals leverages its experience and knowledge in powering the immune system to develop and, in certain areas, market products that target serious medical conditions in the areas of hepatitis and transplants, gram positive bacterial infections and nicotine addiction. We are a vertically integrated company with sales of antibodies and other biologics, including Nabi-HB® [Hepatitis B Immune Globulin (Human)], a pipeline of products in various stages of development, state-of-the-art manufacturing capability and a cash position that will allow us to advance our near-term pipeline products. The company operates through two strategic business units: Nabi Biologics and Nabi Pharmaceuticals. Nabi Biologics has responsibility for the company’s protein and immunological products and development pipeline, including Nabi-HB. Nabi Pharmaceuticals is responsible for the NicVAX® (Nicotine Conjugate Vaccine) and StaphVAX® (Staphylococcus aureus Polysaccharide Conjugate Vaccine) development programs. For a complete list of pipeline products, please go to: http://www.nabi.com/pipeline/index.php. The company is headquartered in Boca Raton, Florida. For additional information about Nabi Biopharmaceuticals, please visit our Web site:http://www.nabi.com.

Biotest AG:

Biotest AG, Landsteinerstr. 5, D-63303 Dreieich, www.biotest.de

Dr. Marion Wendorff, Tel: +49 (0) 6103 801-520, e-mail: [email protected]

Fax: +49 (0) 6103 801-347

WKN, ISIN ordinary share: 522720, DE0005227201

WKN, ISIN preference share: 522723, DE0005227235

Listed: Prime Standard/official trading

Frankfurt, Berlin, Düsseldorf, Hamburg, Stuttgart

List your legal jobs on the LawFuel Network
Scroll to Top