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
DR. ALEXANDER J. DENNER
DR. THOMAS F. DEUEL
DR. RICHARD C. MULLIGAN
DR. DAVID SIDRANSKY
ICAHN PARTNERS LP
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
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.
HIGH RIVER LIMITED PARTNERSHIP
HOPPER INVESTMENTS LLC
BARBERRY 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 February 5 and 6, 2009, entities affiliated with Mr. Icahn delivered the
"Stockholders' Notice of Nomination of Persons for Election as Directors and
Other Proposed Business at the 2009 Annual Meeting of Stockholders of Biogen
Idec Inc." (the "Notice"). Such Notice states the intention of High River, Icahn
Partners, Icahn Master, Icahn Master II and Icahn Master III: (i) to seek to
nominate Dr. Alexander J. Denner, Dr. Richard C. Mulligan, Dr. Thomas F. Deuel
and Dr. David Sidransky for election to the Board of Directors of the Issuer at
the 2009 annual meeting of stockholders; (ii) to propose a resolution to the
stockholders of the Issuer whereby the stockholders request that the Board of
Directors of the Issuer promptly initiate and complete the necessary and
appropriate process so that the stockholders of the Issuer can choose whether to
change the Issuer's jurisdiction of incorporation from Delaware to North Dakota
and to become subject to the North Dakota Publicly Traded Corporations Act; and
(iii) to propose certain amendments to the Issuer's Second Amended and Restated
Bylaws that would limit the size of the Board of Directors to thirteen.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, DR. ALEXANDER J.
DENNER, DR. THOMAS F. DEUEL, DR. RICHARD C. MULLIGAN, DR. DAVID SIDRANSKY, HIGH
RIVER LIMITED PARTNERSHIP, HOPPER INVESTMENTS LLC, BARBERRY CORP., ICAHN
PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP,
ICAHN PARTNERS MASTER FUND III LP, 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 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 I HERETO
EXHIBIT I
---------
PARTICIPANTS
The participants in the potential solicitation of proxies (the
"Participants") from stockholders of Biogen Idec Inc. ("Biogen" or the
"Corporation") may include the following: 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 Holdings"), IPH GP LLC, a Delaware limited liability company
("IPH"), Icahn Capital L.P., a Delaware limited partnership ("Icahn Capital"),
Icahn Onshore LP, a Delaware limited partnership ("Icahn Onshore"), Icahn
Offshore LP, a Delaware limited partnership ("Icahn Offshore"), Mr. Carl C.
Icahn, Dr. Alexander J. Denner, Dr. Thomas F. Deuel, Dr. David Sidransky and
Professor Richard C. Mulligan.
The address of Icahn Partners, High River, Barberry, Hopper, Beckton, Icahn
Enterprises GP, Icahn Holdings, 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. The business address of Mr. Icahn and Dr. Denner is c/o
Icahn Associates Corp., 767 Fifth Avenue, 47th Floor, New York, NY 10153. The
business address of Dr. Deuel is The Scripps Research Institute, MEM 268, 10550
North Torrey Pines Road, La Jolla, CA 92014. The business address of Dr.
Sidransky is Johns Hopkins University - Cancer Research Building II, 1550
Orleans Street, Suite 503, Baltimore, MD 21231. The business address of
Professor Mulligan is Harvard GeneTherapy Initiative, Harvard Institutes of
Medicine, Suite 407, 4 Blackfan Circle, Boston, MA 02115.
Icahn Partners, Icahn Master, Icahn Master II, Icahn Master III and High
River (collectively, the "Icahn Parties") are entities controlled by Carl C.
Icahn. Dr. Denner is an employee and/or officer and director of the Icahn
Parties and various other entities controlled by Mr. Icahn who may also
participate in soliciting proxies from Biogen stockholders. Dr. Denner does not
own beneficially any interest in securities of Biogen, and will not receive any
special compensation in connection with such solicitation. 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. 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.
None of Dr. Deuel, Dr. Sidransky, nor Dr. Mulligan own beneficially any
interest in the securities of Biogen. Each of Dr. Deuel, Dr. Sidransky and Dr.
Mulligan 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. Deuel,
Dr. Sidransky and Dr. Mulligan, and the Icahn Parties, pursuant to which the
Icahn Parties have agreed to pay each of Dr. Deuel, Dr. Sidransky and Dr.
Mulligan a fee of $25,000 under circumstances further described in the Nominee
Agreement.
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 February 5, 2009, the Icahn
Parties are 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 5.51% of the Corporation's outstanding Shares (based
upon the 291,752,825 Shares stated to be outstanding as of October 16, 2008 by
the Corporation in the Corporation's Quarterly Report filed on Form 10-Q with
the Securities and Exchange Commission for the quarter ended September 30,
2008.)
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 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 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 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 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 indirectly beneficially own the Shares which High
River directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH,
Icahn Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their
relationships to Icahn Partners, are deemed to indirectly beneficially own the
Shares which Icahn Partners directly beneficially owns. Each of Icahn Offshore,
Icahn Capital, IPH, Icahn 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 indirectly beneficially own the Shares which Icahn
Master, Icahn Master II and Icahn Master III directly beneficially own.