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
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-12
Biogen Idec Inc.
(Name of Registrant as Specified In Its Charter)
Carl C. Icahn
Dr. Alexander J. Denner
Dr. Anne B. Young
Professor Richard C. Mulligan
Vincent J. Intrieri
Keith A. Meister
David S. Schechter
Icahn Partners LP
Icahn Partners Master Fund LP
Icahn Partners Master Fund II L.P.
Icahn Partners Master Fund III L.P.
High River Limited Partnership
Hopper Investments LLC
Barberry Corp.
Icahn Enterprises G.P. Inc.
Icahn Enterprises Holdings L.P.
IPH GP LLC
Icahn Capital LP
Icahn Onshore LP
Icahn Offshore LP
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 May 27, 2008, Carl C. Icahn sent a letter to shareholders of Biogen Idec
Inc. which is attached hereto as Exhibit I and is incorporated herein by
reference.
ON MAY 16, 2008, THE PARTICIPANTS FILED A DEFINITIVE PROXY STATEMENT WITH THE
SECURITIES AND EXCHANGE COMMISSION. SECURITY HOLDERS ARE ADVISED TO READ THE
DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF
PROXIES BY CARL C. ICAHN, DR. ALEXANDER J. DENNER, DR. ANNE B. YOUNG, PROFESSOR
RICHARD C. MULLIGAN, VINCENT J. INTRIERI, KEITH A. MEISTER, DAVID SCHECHTER,
ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II
LP, ICAHN PARTNERS MASTER FUND III LP, HIGH RIVER LIMITED PARTNERSHIP, HOPPER
INVESTMENTS LLC, BARBERRY CORP., ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES
HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE
LP, BECKTON CORP., 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. THE 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. THE DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY WAS
DISSEMINATED TO SECURITY HOLDERS ON OR ABOUT MAY 27, 2008.
EXHIBIT I
---------
CARL C. ICAHN
767 FIFTH AVENUE, 47TH FLOOR
NEW YORK, NEW YORK 10153
May 27, 2008
Dear Fellow Shareholders:
We are writing to ask you to support our slate of directors for Biogen Idec: Dr.
Anne B. Young, Professor Richard C. Mulligan and Dr. Alexander J. Denner. These
are our nominees who are seeking to unseat three of management's nominees for
directors. Each member of our slate has pledged to seek to enhance shareholder
value at Biogen.
We believe our nominees are highly qualified to serve on Biogen's Board. For
example, Alexander Denner, Managing Director of Icahn Partners LP who holds a
doctorate in biomedical engineering, and Richard Mulligan, Professor at Harvard
Medical School, both led the recent turnaround of ImClone Systems where they
improved ImClone's relationships with its partners, fixed many operational
issues such as reducing expenses while improving performance, settled a number
of legal disputes, and importantly, initiated an extensive development program
for Erbitux and ImClone's promising pipeline.
Anne Young, Chief of Neurology Service at Massachusetts General Hospital, is,
without doubt, one of the best regarded neurologists in the world; it seems
strange to us that Biogen does not have someone with her expertise in neurology
on its Board.
When you consider how to vote at the 2008 Annual Meeting, we ask that you
remember that the current Board announced that it had determined to seek a buyer
for the company. Then they spent time and money and failed to come up with any
buyers; in fact, no one even made a definitive bid. We have asked ourselves how
this could be possible? We believe it is because the company and its advisors
designed a process that was, from the outset, doomed for the following reason.
Biogen has partnered with Elan and Genentech in connection with some of its most
important products and has granted these partners certain change of control
rights that could effectively prevent a sale. Obviously potential bidders sought
to have discussions with Elan and Genentech in order to better understand the
growth potential and toxicity profile of the products as well as determine
whether these partners would exercise their change of control rights in each
case. Biogen refused to allow such discussions unless the bidders made "binding
offers." A "binding offer" would have required a bidder to obtain both board
approval and incur significant costs to obtain commitments for any necessary
financing. Why should a potential bidder incur these extremely high expenses
without first being permitted to complete one of the most important parts of its
due diligence? You have to ask yourself why the Board would adopt a process that
made it difficult if not impossible for potential bidders to comply with if they
really wanted to sell the company. Why put this roadblock in the way of the sale
when it almost certainly ensures failure?
We currently own more Biogen stock than all members of the Board and management
combined. (This was true even before Biogen's CEO Jim Mullen sold approximately
$50 million of stock last month.) As shareholders, our interests are aligned
with yours. On the other hand, as illustrated by the failed sales process, it is
unclear whose interests the directors and management have in mind.
Despite Biogen's statements to the contrary, we are not seeking to immediately
sell the company. Because of the failed sales process, we do not believe that
now is the time to initiate another process. However, if the company received a
bid at a significant premium, you can be certain that our nominees, as minority
directors on the Board would, consistent with their fiduciary duties, fight to
ensure that such an offer was properly evaluated. If the bid was credible and
had a large enough premium, our nominees would make sure the offer saw the light
of day, rather than having it possibly rejected by the Board for reasons which
have little, if anything, to do with shareholder value.
If elected, our nominees will work diligently with the remaining incumbents to
maximize shareholder value. We believe that research and development is at
Biogen's core and our nominees would look to renew the passions of Biogen's
researchers and scientists much as Alexander Denner and Richard Mulligan have
done at ImClone. Why is Biogen fighting so hard to keep our three qualified
nominees off the board? Are they afraid that they will finally be held
accountable? Our nominees fully intend to work with the current board to put
into action the strategy that will improve the research and commercial
activities at the company.
We believe it is imperative that shareholder-nominated directors serve on the
Board especially in light of the events that have taken place. We strongly
believe that with Biogen's dedicated employees and a renewed, strong and
accountable Board, shareholder value at Biogen can be vastly improved. We urge
all shareholders and employees to vote for our slate.
Your vote is important, no matter how many or how few shares you own. To vote
your shares, please sign, date and return the enclosed GOLD proxy card by
mailing it in the enclosed pre-addressed, stamped envelope. You may also vote by
phone or Internet by following the instructions on the enclosed proxy card.
Thank you for your support.
Very truly yours,
/s/ Carl C. Icahn
-----------------
Carl C. Icahn