Ebb & Flow
Carl Icahn has parlayed a 4.2% stake in Biogen Idec (NASDAQ:BIIB) into a probable proxy fight, last week proposing to restructure the board in an attempt to restart efforts to sell the company.
Not only did he propose a slate of three board members to help fill the four seats that are up for election this year, but he also asserted that if Biogen Idec's management "failed to act to enhance shareholder value" he would be back next year to propose four more directors to constitute a majority of the board.
Icahn also proposed to set the number of board members at 12, which would help his arithmetic add up. Currently, Biogen Idec has no specified number of board members.
No date has been set for the annual shareholder meeting at which the vote will take place, but Biogen Idec spokesperson Naomi Aoki said to expect it in the late spring or early summer. In 2007, the meeting was in May.
"I think Biogen Idec is going to get bought this year; this effectively puts pressure on management to sell," concluded Sven Borho of OrbiMed.
In an SEC filing, Icahn made clear he didn't think much of Biogen Idec's effort to sell itself last year (see BioCentury, Dec. 17, 2007).
"We believe that Biogen's recent purported attempt to find a suitor was not conducted in a way to enhance the success of the endeavor," he said in the filing. "We believe that the process was flawed in a number of key respects and that the process