Biogen Idec’s battle with Carl Icahn is heating up in advance of the firm’s upcoming annual meeting—for which a date has yet to be announced. The Cambridge, MA-based biotech giant today revealed its slate for the four director seats up for election. They will be contending against three candidates Icahn put forth in January. Biogen said today it interviewed—and decided not to support—all of Icahn’s candidates when putting together its own slate.
One of Biogen’s candidates is co-founder, Nobel Laureate, and current board member Phillip Sharp (who’s also an Xconomist). As we reported in January based on a source close to Icahn, the activist investor only nominated three candidates because he has no interest in even attempting to unseat Sharp. But he wants the other three seats that are up for election, and in late January he advanced his own slate, which includes two Boston area academics and his top biotech advisor. Icahn made that move after his efforts to pressure a sale of the pioneering biotech company proved unsuccessful late last year. His longer-term ambition is to win three seats this year, and all four that will be up for election next year. The total of seven seats would give him control of Biogen’s 12-person board. (That’s assuming it stays a dozen-member board; Icahn is also proposing that Biogen’s bylaws be amended to freeze the number of board seats at 12.)
In addition to Sharp, Biogen’s slate includes two other current board members, former Schering-Plough research executive Cecil B. Pickett and former Congresswoman Lynn Schenk. The fourth seat up for grabs is currently occupied by Thomas Keller, who will have reached the mandatory board retirement age of 75 by the time of the annual meeting. In his stead, Biogen nominated well-known investment banker Stelios Papadopoulos, who has co-founded several life sciences companies, including Exelixis and Anadys Pharmaceuticals, both based in California, and Cellzome, a European concern with offices in Germany and Britain. He’s also on the board of Waltham, MA-based molecular diagnostic firm BG Medicine.
Biogen says it considered Icahn’s nominees, but ultimately rejected them. “Our board met with each of the Icahn nominees and gave careful consideration to their candidacy, but in the end, our board determined that Mr. Icahn’s slate is pledged to a single-minded agenda to sell the company,” says company director of public affairs Naomi Aoki. “Such a singular focus represents a risk to driving future value that would not be in the interest of all shareholders.”
By contrast, Aoki says, Biogen’s nominees “are open to all opportunities to create value for shareholders, and will continue to evaluate all our options as circumstances evolve.” Meanwhile, according to a Biogen press release, the board and company management will be working on a strategic plan that “does not rely on any single event or single approach but encompasses driving the Company’s core business, advancing its product pipeline, attracting and retaining top talent, maintaining discipline in its business-development efforts.”
