NEW YORK, Jan. 28 /PRNewswire/ -- Carl Icahn confirmed today that entities affiliated with him have given notice to Biogen Idec that they intend to nominate three persons at Biogen's forthcoming 2008 Annual Meeting of Stockholders to serve as directors of Biogen. Biogen currently has a staggered board of twelve directors, and there are four directorships up for election this year.
Mr. Icahn stated that "We are taking this action because we believe that Biogen's recent purported attempt to find a suitor was not conducted in a way to enhance the success of the endeavor. We believe that the process was flawed in a number of key respects and that the process was run to placate us and other large shareholders who we believe asked for Biogen to find a buyer.
"It has been reported in the press that Biogen refused to allow potential bidders to talk to Elan Pharmaceuticals, Biogen's partner on the key pharmaceutical product Tysabri. Elan has some change-of-control rights on Tysabri. Although Elan has indicated that they would not invoke change-of-control rights, obviously, any prospective bidder would want to talk to Elan directly about change-of-control issues as well as discuss the growth trajectory for Tysabri. Incredibly, Biogen prevented any bidder from talking to Elan about anything unless they made a 'binding proposal' as reported in the Financial Times on January 21, 2008."
Mr. Icahn also stated, "We also believe that the confidentiality agreement was so restrictive that certain potential bidders were not able to sign the agreement and therefore were not able to participate in the bidding."
Mr. Icahn also pointed out that after Biogen announced that it was ending the sale process, Jim Mullen, CEO of Biogen, was quoted in the Financial Times as saying that Biogen might make a large scale acquisition. He is quoted as saying, "We could spend 10 billion dollars." Mr. Icahn indicated that he is quite concerned and believes all Biogen shareholders should share his concern that Biogen may attempt to make an acquisition for the purpose of making it unattractive to, or reducing the number of, future potential buyers. In fact, Mr. Icahn noted that The Times of London reported on Saturday that Biogen may be considering a bid for a European biotech company. Mr. Icahn stressed that he reserved the right to oppose any "toxic" transactions by all available means.
The slate of directors to be nominated by Mr. Icahn and his affiliates consists of Alexander J. Denner whose principal occupation is Managing Director of entities controlled by Mr. Icahn that manage private investment funds, Professor Anne B. Young, who is Julianne Dorn Professor of Neurology at Harvard Medical School and Chief, Neurology Service at Massachusetts General Hospital, and Professor Richard C. Mulligan, who is Mallinckrodt Professor of Genetics at Harvard Medical School, and Director of the Harvard Gene Therapy Initiative.
"We determined to run a slate of three directors to ensure that if the slate were to be elected and Biogen's management failed to act to enhance shareholder value, shareholders would have the opportunity to elect sufficient new directors in 2009 who, together with our slate of 2008 directors, would constitute a majority of the board."
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO SOLICITATION OF PROXIES BY MR. ICAHN AND HIS AFFILIATES FROM THE STOCKHOLDERS OF BIOGEN IDEC INC. WHEN AND IF THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. THEY ARE OR WILL BE AVAILABLE WITHOUT CHARGE ON THE SECURITIES AND EXCHANGE COMMISSIONS'S WEBSITE AT HTTP://WWW.SEC.GOV. WHEN AND IF COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WILL BE MAILED AND/OR MADE ELECTRONICALLY AVAILABLE TO STOCKHOLDERS OF BIOGEN IDEC INC. AND WILL ALSO BE AVAILABLE AT NO CHARGE AT HTTP://WWW.SEC.GOV. INFORMATION CONCERNING THE POTENTIAL PARTICIPANTS IS INCLUDED IN SCHEDULE 14A FILED BY MR. ICAHN AND HIS AFFILIATES WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 2008 AND IS AVAILABLE AT NO CHARGE AT HTTP://WWW.SEC.GOV.
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