Icahn Confirmed Plans To Nominate 3 To Biogen (BIIB) Board, Says Buyout Process Was Flawed; Boosts Stake
Carl Icahn confirmed that his affiliates gave notice to Biogen Idec (Nasdaq: BIIB) that they intend to nominate three persons to the company's board of directors at the upcoming annual meeting.
Icahn stated, "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."
Icahn noted that it has been reported that Biogen refused to allow bidders to talk to the company's Tysabri partner, Elan Phamaceuticals (NYSE: ELN). Elan has some change-of-control rights on Tysabri. Icahn, said while Elan indicated that they would not invoke change-of-control rights, any prospective bidders would want to talk to Elan. Icahn said Biogen prevented any bidder from talking to Elan about anything unless they made a 'binding proposal.'
Icahn also said he is concerned by recent comments from the CEO that Biogen might make a large scale acquisition. Icahn said he would oppose any "toxic" transactions.
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.
Icahn noted his affiliates own 12,435,904 shares of Biogen, or 4.24% of the outstanding stock. Icahn held 8,825,816 (3%) Biogen shares at the quarter ended 09/30/07.
Icahn is still below the 5% threshold which would require a 13D filing.