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. 2)

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 Receive

Notice 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

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

Purpose of Amendment

This Amendment No. 2 amends and supplements the Solicitation/Recommendation Statement on Schedule 14D-9 initially filed with the Securities and Exchange Commission (“SEC”) on October 1, 2009 (together with the exhibits thereto and 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 $.01 per share (“Common Stock”), including the associated rights to purchase shares of Series A Preferred Stock (“Rights”, and together with the outstanding shares of Common Stock, the “Shares”) upon the terms and subject to the conditions set forth in the Purchaser’s Tender Offer Statement on Schedule TO initially filed by Purchaser with the SEC on September 21, 2009 (together with the exhibits thereto and as amended and supplemented from time to time prior to the date hereof, the “Schedule TO”).   The value of the consideration offered pursuant to the Schedule TO, 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 4.The Solicitation or Recommendation

Item 4 of the Statement is hereby amended and supplemented by adding the following new paragraph after the last paragraph under the heading “Background of the Offer”:

On October 16, 2009, Biogen Idec filed Amendment No. 3 to the Schedule TO, which amended and supplemented the Schedule TO to reflect the extension of the expiration of the Offer until 12:00 midnight, New York City time, on December 16, 2009 and that, as of 5:00 p.m. New York City time on October 15, 2009, approximately 28,336 Shares, or approximately 0.1 percent of the outstanding Shares, had been tendered and not withdrawn from the Offer.

Item 6.Interest in Securities of the Subject Company

Item 6 of the Statement is hereby amended and supplemented by amending and restating in its entirety the table of transactions in the first paragraph as follows:

Name	Date of Transaction	Nature of Transaction	Number of Shares	Price
Faheem Hasnain	8/31/2009	Employee stock purchase plan purchase	1,200	$	5.525
Maninder Hora	8/31/2009	Employee stock purchase plan purchase	1,200	$	5.525
Francis Sarena	8/31/2009	Employee stock purchase plan purchase	1,200	$	5.525
Francis Sarena	9/14/2009	Surrender of shares to Company to satisfy tax withholding obligations in connection with vesting of restricted shares	1,182	$	16.34
Faheem Hasnain	10/1/2009	Surrender of shares to Company to satisfy tax withholding obligations in connection with vesting of restricted shares	8,937	$	17.37

Item 8.    Additional Information

Item 8 of the Statement is hereby amended and supplemented by amending and restating in its entirety the first paragraph under the heading “Antitrust Laws” as follows:

Under the HSR Act, and the rules that have been promulgated thereunder by the Federal Trade Commission (the “FTC”), certain acquisition transactions may not be consummated unless certain information has been furnished to the Antitrust Division of the Department of Justice (the “Antitrust Division”) and the FTC and certain waiting period requirements have been satisfied. The purchase of Shares by Purchaser pursuant to the Offer is subject to such requirements.  The Company received notice that Biogen Idec filed a Premerger Notification and Report Form with respect to the Offer with the Antitrust Division and the FTC on September 21, 2009.  The Company filed its Premerger Notification and

1

Report Form with respect to the Offer on October 1, 2009.  The waiting period under the HSR Act applicable to the purchase of Shares by Purchaser in connection with the Offer expired on October 6, 2009, without any action having been taken by the FTC or the Antitrust Division.

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)(7)	Press Release issued by Facet Biotech, on October 19, 2009.
(a)(8)	Letter, dated October 19, 2009 to Facet Biotech’s employees.

2

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:	October 19, 2009

3

EX-99.(A)(7)

Exhibit (a)(7)

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 RECOMMENDS STOCKHOLDERS CONTINUE TO REJECT BIOGEN IDEC’S TENDER OFFER

— Recommends stockholders not tender shares at $14.50 per share —

Redwood City, Calif., October 19, 2009 – Facet Biotech Corporation (NASDAQ: FACT) today responded to Biogen Idec Inc.’s (NASDAQ: BIIB) announcement that it is extending its unsolicited tender offer to acquire all of the outstanding shares of Facet Biotech common stock for $14.50 per share in cash.

Faheem Hasnain, president and chief executive officer of Facet Biotech, commented: “Biogen Idec has clearly failed to achieve meaningful support for its unsolicited tender offer given the nominal number of shares tendered to date. This is simply an extension of the same proposal that Biogen Idec offered Facet Biotech stockholders on September 4, 2009, which our board of directors reviewed and determined to not be in our stockholders’ best interests and which an overwhelming majority of our stockholders have rejected by not tendering their shares.”

“The recommendation of our board of directors that stockholders reject the offer and not tender their shares to Biogen Idec remains unchanged. We are committed to creating value for all of our stockholders and remain open to appropriate opportunities that will achieve this result. We are confident in our company’s significant growth opportunities and ability to provide value to our stockholders,” Mr. Hasnain concluded.

As of 5:00 p.m. Eastern Time on October 15, 2009, 28,336 shares of Facet Biotech common stock, which represents only 0.1% of the 25,046,212 shares outstanding as of September 28, 2009, had been tendered.

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. Facet Biotech Corporation launched in December 2008 as a spin-off from PDL BioPharma, Inc.

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 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 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.

2

EX-99.(A)(8)

Exhibit (a)(8)

Dear colleagues,

As you may have seen, on Friday Biogen Idec extended its unsolicited tender offer of $14.50 per share until December 16. The previous tender offer had been set to expire today, October 19. This is simply an extension of the same proposal that Biogen Idec offered Facet Biotech stockholders on September 4, 2009, which our board of directors reviewed and determined to not be in our stockholders’ best interests and which our stockholders have resoundingly rejected.

As we stated in our press release today (attached), the recommendation from our board of directors that stockholders reject the offer and not tender their shares to Biogen Idec remains unchanged.

Thank you for your continued support and efforts toward meeting our goals. As always, if you have any questions or concerns, please feel free to speak with a member of the Executive Committee.

Sincerely,

Faheem