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
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.