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 June 3, 2009, Carl Icahn issued a press release in the form
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, BECAUSE THEY CONTAIN IMPORTANT INFORMATION,
INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN ANY SUCH PROXY
SOLICITATION. A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY IS AVAILABLE TO
STOCKHOLDERS OF BIOGEN IDEC INC. FROM THE PARTICIPANTS AT NO CHARGE AND IS ALSO
AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IS CONTAINED IN
EXHIBIT II HERETO.
EXHIBIT I
For Immediate Release Contact Susan Gordon
June 3, 2009 (212) 702-4309
ICAHN INDICATES THAT BIOGEN BOARD REFUSES TO CLOSE POLLS
New York, NY June 3, 2009. Carl Icahn announced today that Biogen is acting in
its usual shareholder unfriendly way by manipulating the annual meeting of
shareholders in order the prevent the votes that have been submitted from being
counted. They are doing so in order to attempt to keep two of the Icahn nominees
from winning seats on the Board. If the Board is successful, Richard Mulligan, a
prominent scientist and physician, may be kept from legitimately being elected
to the Board. This is a consistent theme of this Board. Do everything possible
to keep shareholders from entering into the Board's private club to ensure that
shareholders are kept in the dark about what the Board is doing, just as they
were about last year's sale process. Mr. Icahn concluded that "shareholders
should demand that this Board finally act in their interest instead of just
attempting to relect themselves. There is absolutely no reason to adjourn the
meeting for hours in order to keep the polls open. Do not let them get away with
hijacking the election."
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.