SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to ss. 240.14a-12
Biogen Idec Inc.
(Name of Registrant as Specified In Its Charter)
Carl C. Icahn
Alexander J. Denner
Richard C. Mulligan
Thomas F. Deuel
David Sidransky
Mayu Sris
Eric Ende
Jeffrey Meckler
Icahn Partners LP
Icahn Partners Master Fund LP
Icahn Partners Master Fund II LP
Icahn Partners Master Fund III LP
High River Limited Partnership
Barberry Corp.
Hopper Investments LLC
Icahn Offshore LP
Icahn Onshore LP
Icahn Capital LP
IPH GP LLC
Icahn Enterprises Holdings L.P.
Icahn Enterprises G.P. Inc.
Beckton Corp.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
On or about May 15, 2009, the Participants (as defined below), mailed a
letter to stockholders of Biogen Idec Inc. The letter is attached hereto as
Exhibit I and is incorporated herein by reference.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, ALEXANDER J. DENNER,
RICHARD C. MULLIGAN, THOMAS F. DEUEL, DAVID SIDRANSKY, MAYU SRIS, ERIC ENDE,
JEFFREY MECKLER, ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN
PARTNERS MASTER FUND II LP, ICAHN PARTNERS MASTER FUND III LP, HIGH RIVER
LIMITED PARTNERSHIP, BARBERRY CORP. , HOPPER INVESTMENTS LLC, ICAHN OFFSHORE LP,
ICAHN ONSHORE LP, ICAHN CAPITAL LP, IPH GP LLC, ICAHN ENTERPRISES HOLDINGS L.P.
, ICAHN ENTERPRISES G.P. INC., BECKTON CORP. (COLLECTIVELY, THE "PARTICIPANTS")
AND CERTAIN OF THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF BIOGEN IDEC
INC. FOR USE AT ITS ANNUAL MEETING WHEN AND IF THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. WHEN AND IF COMPLETED, A DEFINITIVE
PROXY STATEMENT AND A FORM OF PROXY WILL BE AVAILABLE TO STOCKHOLDERS OF BIOGEN
IDEC INC. FROM THE PARTICIPANTS AT NO CHARGE AND WILL ALSO BE AVAILABLE AT NO
CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN A POTENTIAL
PROXY SOLICITATION IS CONTAINED IN EXHIBIT II HERETO.
EXHIBIT I
May 15, 2009
Dear Biogen Idec Stockholder:
We believe Biogen Idec is a company with valuable assets that has failed to
achieve its full potential. The company faces several challenges including an
R&D organization that needs reinvigoration, a key product that has ceded market
leadership and market share, and a cost structure that needs examination.
Additionally, the board needs to evaluate the possibility of separating assets
in order to enhance value. Biogen Idec's ability to successfully address these
and other challenges would improve from the fresh perspective of our experienced
and qualified director nominees who helped create substantial value at ImClone
Systems.
We believe leadership has failed on many fronts:
o The Biogen - IDEC merger created little equity value
o Five year stock performance has trailed peer group
o Avonex has lost US multiple sclerosis market leadership
o Biogen Idec has failed to manage the Avonex product lifecycle
o TYSABRI is not achieving management's goals
o Research and development productivity is the worst in the peer group
o Product pipeline has failed to show meaningful progress
o Biogen Idec has launched no new drugs since 2004
o In the past five years, there have been few in-licensing deals
Recall, that in 2003, CEO Jim Mullen claimed that the Biogen-IDEC merger
established a "biotechnology leader" that would "create sustainable shareholder
value beyond what either company could achieve separately." We do not believe
this has occurred. Rather than creating sustainable shareholder value, the
company has lost its US market leadership in MS - the most significant
therapeutic area for the company. While other companies are discovering,
licensing and developing new, innovative drugs, Biogen Idec has accomplished
little in acquiring new compounds or advancing their product pipeline. The
company has not launched a new product since 2004!
Biogen Idec currently faces a host of challenges. They include reinvigorating a
stagnant research and development organization with a view towards optimizing
the pipeline. Avonex continues to lose share in the US multiple sclerosis
market. The cost structure needs examination as the company's profitability
excluding Rituxan lags the peer group. Biogen Idec's ability to successfully
address these and other challenges would improve from the fresh perspective of
our experienced and qualified director nominees. Our experienced director
nominees successfully helped effect change at ImClone Systems which resulted in
substantial value creation. We believe the ImClone and Biogen Idec situations
are analogous and drawing upon our ImClone experience will benefit all Biogen
Idec stockholders.
Our four nominees were a driving force in the board making the much needed
changes at ImClone. Specifically, the board recharged partner relations,
optimized the cost structure, rebuilt the product pipeline, settled litigation,
and improved the culture. Our board initiated dialogue and led negotiations with
ImClone's main partner, Bristol-Myers Squibb, ultimately leading to new
agreement that expanded Erbitux's development with no change to ImClone
economics. Our board reallocated costs, shifting SG&A spending by expanding the
sales force for tactical reasons while reducing overhead costs, contributing to
margin expansion and substantial free cash flow growth. Our board rebuilt the
product pipeline after conducting an extensive top-down review of the pipeline.
Our board significantly increased investments in particularly promising
candidates while cancelling programs where the return on investment was poor.
Our board settled litigation, removing a substantial overhang from the valuation
of ImClone. Lastly, our board took steps to institute a new culture by
establishing a new strategic direction and commitment for the company.
We believe our director nominees' successful experience at ImClone could be very
helpful to the Biogen Idec board. In addition to drawing upon our ImClone
experience in the previously mentioned areas, as Biogen Idec board members we
would study whether separating assets into neurology-focused and cancer-focused
companies will enhance value.
In summary, we believe current Biogen Idec leadership has failed to achieve the
company's full potential. The quality of board and management are especially
crucial today. Electing our qualified and experienced directors could help
maximize shareholder value.
Regards,
Alex Denner, Ph.D. Richard Mulligan, Ph.D.
Thomas Deuel, M.D. David Sidransky, M.D.
EXHIBIT II
PARTICIPANTS
The participants in the solicitation of proxies (the "Participants") from
stockholders of Biogen Idec Inc. ("Biogen" or the "Corporation") include the
following: Mr. Carl C. Icahn, Icahn Partners LP, a Delaware limited partnership
("Icahn Partners"), Icahn Partners Master Fund LP, a Cayman Islands limited
partnership ("Icahn Master"), Icahn Partners Master Fund II LP, a Cayman Islands
limited partnership ("Icahn Master II"), Icahn Partners Master Fund III LP, a
Cayman Islands limited partnership ("Icahn Master III"), High River Limited
Partnership, a Delaware limited partnership ("High River"), Barberry Corp., a
Delaware corporation ("Barberry"), Hopper Investments LLC, a Delaware limited
liability company ("Hopper"), Beckton Corp., a Delaware corporation ("Beckton"),
Icahn Enterprises G.P. Inc., a Delaware corporation ("Icahn Enterprises GP"),
Icahn Enterprises Holdings L.P., a Delaware limited partnership ("Icahn
Enterprises Holdings"), IPH GP LLC, a Delaware limited liability company
("IPH"), Icahn Capital LP, a Delaware limited partnership ("Icahn Capital"),
Icahn Onshore LP, a Delaware limited partnership ("Icahn Onshore"), Icahn
Offshore LP, a Delaware limited partnership ("Icahn Offshore"), Dr. Alexander J.
Denner, Dr. Richard C. Mulligan, Dr. Thomas Deuel, Dr. David Sidransky, Mr. Mayu
Sris, Dr. Eric Ende and Mr. Jeffrey Meckler.
The address of Icahn Partners, High River, Barberry, Hopper, Icahn
Enterprises GP, Icahn Enterprises Holdings, Beckton, IPH, Icahn Capital, Icahn
Onshore and Icahn Offshore is White Plains Plaza, 445 Hamilton Avenue - Suite
1210, White Plains, NY 10601. The address of Icahn Master, Icahn Master II and
Icahn Master III is c/o Walkers SPV Limited, P.O. Box 908GT, 87 Mary Street,
George Town, Grand Cayman, Cayman Islands. Mr. Icahn's, Dr. Denner's, Mr. Sris',
Dr. Ende's and Mr. Meckler's business address is c/o Icahn Associates Corp., 767
Fifth Avenue, 47th Floor, New York, NY 10153. Dr. Mulligan's business address is
Harvard Gene Therapy Initiative, Harvard Institutes of Medicine, Suite 407, 4
Blackfan Circle, Boston, MA 02115. Dr. Deuel's business address is The Scripps
Research Institute, MEM 268, 10550 North Torrey Pines Road, La Jolla, CA 92037.
Dr. Sidransky's business address is Johns Hopkins University - Cancer Research
Building II, 1550 Orleans Street, Suite 503, Baltimore, MD 21231.
Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III and High
River (collectively, the "Icahn Parties") are entities controlled by Mr. Icahn.
Dr. Denner and Mr. Sris. are employees and/or officers and directors of the
Icahn Parties and various other entities controlled by Mr. Icahn who may also
participate in soliciting proxies from Biogen Stockholders. Dr. Ende and Mr.
Meckler are consultants hired by the Icahn Parties. Dr. Denner, Mr. Sris, Dr.
Ende and Mr. Meckler do not own beneficially any interest in securities of
Biogen. Neither Dr. Denner nor Mr. Sris will receive any special compensation in
connection with the solicitation of proxies. In connection with his employment
by Mr. Icahn and his affiliated companies, Dr. Denner, among other employees,
has a participatory interest in the profits and fees derived by Mr. Icahn and/or
his affiliated entities from Icahn Partners, Icahn Master, Icahn Master II and
Icahn Master III (collectively, the "Funds"). Because only a portion of such
profit interests are distributed and because of their other investments in the
Funds, Dr. Denner also has capital accounts in the Funds. Generally, in the
aggregate, Dr. Denner's profit interests and capital accounts in the Funds
entitle him to less than 2% of the profits generated by the Funds. Dr. Ende and
Mr. Meckler are independent consultants retained by the Icahn Parties to solicit
proxies and provide consulting services relating to this solicitation, and
another solicitation of proxies by the Icahn Parties, as well as general
consulting services relating to other investments by the Icahn Parties. Assuming
the Annual Meeting of Biogen and the annual meeting relating to the other
solicitation are each held in May and further assuming each contest is
successful, the consulting agreements referenced herein may provide for payments
to Dr. Ende and Mr. Meckler of up to approximately $325,000 in the aggregate.
None of Dr. Richard C. Mulligan, Dr. Thomas Deuel or Dr. David Sidransky
own beneficially any interest in the securities of Biogen. Each of Dr. Richard
C. Mulligan, Dr. Thomas Deuel and Dr. David Sidransky have an interest in the
election of directors at the Biogen 2009 Annual Meeting of Stockholders pursuant
to a Nominee Agreement among each of Dr. Richard C. Mulligan, Dr. Thomas Deuel
and Dr. David Sidransky and the Icahn Parties, pursuant to which the Icahn
Parties have agreed to pay each of Dr. Richard C. Mulligan, Dr. Thomas Deuel and
Dr. David Sidransky a fee of $25,000.
Barberry is the sole member of Hopper, which is the general partner of High
River. Beckton is the sole stockholder of Icahn Enterprises GP, which is the
general partner of Icahn Holdings. Icahn Holdings is the sole member of IPH,
which is the general partner of Icahn Capital. Icahn Capital is the general
partner of each of Icahn Onshore LP and Icahn Offshore. Icahn Onshore is the
general partner of Icahn Partners. Icahn Offshore is the general partner of each
of Icahn Master, Icahn Master II and Icahn Master III. Each of Barberry and
Beckton is 100 percent owned by Carl C. Icahn. As such, Mr. Icahn is in a
position indirectly to determine the investment and voting decisions made by
each of the Icahn Parties.
As of 5:00 p.m. Eastern Standard Time on May 14, 2009, the Icahn Parties
may be deemed to beneficially own, in the AGGREGATE, 16,075,256 shares of common
stock, par value $.0005 per share, issued by Biogen (the "Shares"), representing
approximately 5.57% of the Corporation's outstanding Shares (based upon the
288,541,467 Shares stated to be outstanding as of April 6, 2009 by the
Corporation in the Corporation's Proxy Statement filed with the Securities and
Exchange Commission on April 27, 2009).
High River has sole voting power and sole dispositive power with regard to
3,215,051 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power
and shared dispositive power with regard to such Shares. Icahn Partners has sole
voting power and sole dispositive power with regard to 4,532,847 Shares. Each of
Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises
GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power
with regard to such Shares. Icahn Master has sole voting power and sole
dispositive power with regard to 5,888,807 Shares. Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn has shared voting power and shared dispositive power with regard to such
Shares. Icahn Master II has sole voting power and sole dispositive power with
regard to 1,761,077 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn
Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared
voting power and shared dispositive power with regard to such Shares. Icahn
Master III has sole voting power and sole dispositive power with regard to
677,474 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises
Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power
and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to
High River, are deemed to beneficially own the Shares which High River directly
beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises
Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their
relationships to Icahn Partners, are deemed to beneficially own the Shares which
Icahn Partners directly beneficially owns. Each of Icahn Offshore, Icahn
Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr.
Icahn, by virtue of their relationships to Icahn Master, Icahn Master II and
Icahn Master III, are deemed to beneficially own the Shares which Icahn Master,
Icahn Master II and Icahn Master III directly beneficially own.