Biogen Idec Inc
Cambridge, Massachusetts-based Biogen, which makes the multiple sclerosis drugs Avonex and Tysabri, said it will evaluate the nominees and the proposal and make a recommendation in the best interests of all shareholders.
Two of Icahn's three nominees -- Thomas Deuel and Eric Rowinsky -- were part of the Icahn team that helped engineer the sale of biotechnology company ImClone Systems, which Icahn ultimately sold it to Eli Lilly & Co
Alexander Denner, managing director at Icahn Partners, who headed the ImClone team, was elected to Biogen's board last year, along with Richard Mulligan, a professor of genetics at Harvard Medical School and a former member of ImClone's Scientific Advisory Committee.
Icahn's third nominee is Richard Young, a professor of biology at the Massachusetts Institute of Technology, who was on Icahn's slate of nominees to Biogen's board last year but was not elected.
I see this as Icahn's deliberate intention to take control of the board, said one portfolio manager, who owns 244,000 Biogen shares but asked to remain anonymous for compliance reasons. He's taken a page out of the book of ImClone.
Four seats on the 12-member board are up for election. The company's chief executive, James Mullen, is set to retire and will not stand. Neither will Bruce Ross, the company's former chairman. The Biogen incumbents up for re-election are Brian Posner, previously CEO of ClearBridge Advisors LLC, and Nancy Leaming, the retired CEO of Tufts Health Plan.
Posner was part of Icahn's slate of nominees to the board of Yahoo in 2008.
Icahn Partners LP and affiliates reported owning 16.1 million shares, or 5.56 percent of the outstanding shares.
Biogen said the proxy materials also include a proposal to amend the company's bylaws to fix the number of directors at 12.
Biogen's shares were down 1.7 percent to $52.66 in early afternoon trading on Nasdaq, amid broad losses for stocks.
(Reporting by Toni Clarke, editing by Gerald E. McCormick and Tim Dobbyn)