defa14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
þ Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-11(c) or §240.14a-12
Biogen Idec Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required.
o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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o Fee paid previously with preliminary materials.
o 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
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Date Filed: |
June 13, 2008
Dear Fellow Stockholder:
LATE BREAKING NEWS!
LEADING, INDEPENDENT PROXY ADVISORY SERVICES
RECOMMEND VOTING FOR YOUR BOARDS NOMINEES
We would like to share with you some important, late-breaking news. The worlds three leading,
independent proxy advisory services RiskMetrics Group/ISS Governance Services, Glass Lewis & Co.
and PROXY Governance have recommended that Biogen Idec stockholders vote FOR all four of the
Boards nominees at the Annual Meeting on June 19th. We are very pleased that these proxy advisory
services, which are relied upon by hundreds of major institutional investment firms, mutual funds
and other fiduciaries, have recognized Biogen Idecs outstanding track record of delivering
stockholder value. In endorsing the Biogen Idec nominees, RiskMetrics, Glass Lewis, and PROXY
Governance recommend that their clients NOT vote on the Gold proxy card sent by Carl C. Icahn.
The proxy advisory firms also endorsed voting with the Boards recommendations on all other
proposals outlined in the Companys proxy statement.
The four highly regarded and accomplished individuals nominated by the Biogen Idec Board are:
Cecil B. Pickett, Ph.D., Lynn Schenk, J.D., Phillip A. Sharp, Ph.D., and Stelios Papadopoulos,
Ph.D.
In its report, RiskMetrics stated:
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...the dissident has not met its burden of proving that board change is warranted at Biogen.
Absent a showing that the incumbent board has failed in some fashion, we find it difficult
to support the removal of directors... |
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...the dissident has not raised any specific claims of company underperformance. Biogen
appears to have outperformed its peers on a TSR basis over numerous timeframes. No evidence
has been proffered to indicate that the company lags its peers on operational metrics.....
The industry analyst consensus is that Biogen has performed well from a strategic
perspective. |
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We cannot conclude the sales process, ultimately disappointing for Biogen
shareholders, was designed for failure.... The Biogen board faced a tough
predicament. The CIC (change in control) provisions of the collaboration |
agreement with Elan gave Elan effective input into the sales process that would inevitably
weaken the Biogen boards negotiating leverage. The challenge facing the board was to limit
the leverage leakage... In the end, only one bidder bothered to enter the second round, and
that bidder did not submit an offer. There is no evidence that the process design was the
reason for the withdrawal instead of a myriad of other potential reasons...
Glass Lewis stated in its report:
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...we believe that shareholders should support managements nominees. In our opinion the
current board and executives have created substantial value for shareholders and we believe
that the Company has solid growth opportunities as a stand-alone entity. |
And PROXY Governance reported:
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Given the track record of this board and its management team over the five years since
Biogen and Idec merged, as well as significant performance targets to which the company has
committed itself through 2010, we believe shareholders will be better served by re-electing
the management slate of nominees. |
PROTECT YOUR INVESTMENTVOTE FOR YOUR BOARDS NOMINEES
Your Board is committed to continue producing outstanding financial results and to increasing
the value of your investment. Do not let Carl Icahn disrupt the Companys progress. Please use
the enclosed WHITE proxy card to vote FOR your Boards nominees TODAYby telephone, by Internet
or by signing, dating and returning your WHITE proxy card in the enclosed postage-paid envelope.
Thank you again for your support,
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Bruce
Ross, Chairman |
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James Mullen, Chief Executive
Officer |
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Time is Short, and Your Vote is Important!
If you have questions about the last-minute voting of your shares, or need additional information,
please contact the firm assisting us in the solicitation of proxies:
INNISFREE M&A INCORPORATED
Stockholders Call Toll-Free: (877) 750-5836
Banks and Brokers Call Collect: (212) 750-5833
Safe Harbor
This letter to stockholders contains forward-looking statements which appear under the heading
Protect Your InvestmentVote For Your Boards Nominees above. Forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ materially from that
which we expect. Important factors that could cause our actual results to differ include our
continued dependence on our two principal products, AVONEX and RITUXAN, the uncertainty of success
in commercializing other products including TYSABRI, the occurrence of adverse safety events with
our products, the consequences of the nomination of directors for election to our Board by an
activist stockholder, the failure to execute our growth strategy successfully or to compete
effectively in our markets, our dependence on collaborations over which we may not always have full
control, possible adverse impact of government regulation and changes in the availability of
reimbursement for our products, problems with our manufacturing processes and our reliance on third
parties, fluctuations in our operating results, our ability to protect our intellectual property
rights and the cost of doing so, the risks of doing business internationally and the other risks
and uncertainties that are described in Item 1.A. Risk Factors in our reports on Form 10-K and Form
10-Q and in other periodic and current reports we file with the SEC. These forward-looking
statements speak only as of the date of this letter, and we do not undertake any obligation to
publicly update any forward-looking statements, whether as a result of new information, future
events, or otherwise.
Important Information
On May 8, 2008, Biogen Idec filed a definitive proxy statement with the Securities and Exchange
Commission (the SEC) in connection with the Companys 2008 Annual Meeting. Biogen Idecs
stockholders are strongly advised to read the definitive proxy statement carefully before making
any voting or investment decision because the definitive proxy statement contains important
information. The Companys proxy statement and any other materials filed by the Company with the
SEC can be obtained free of charge at the SECs web site at www.sec.gov or from Biogen Idec at
http://investor.biogenidec.com. The Companys definitive proxy statement and other materials will
also be available for free by writing to Biogen Idec Inc., 14 Cambridge Center, Cambridge, MA 02142
or by contacting our proxy solicitor, Innisfree M&A Incorporated, by toll-free telephone at (877)
750-5836.