Biogen Idec adjourns without disclosing board vote
The management of Biogen Idec Inc. adjourned its annual shareholders meeting this afternoon without disclosing who was elected to its board of directors.
The Cambridge biotechnology company is embroiled in a proxy fight with billionaire investor Carl Icahn, who is seeking to get four of his own candidates elected to the board.
One of Icahn's nominees said that based on a preliminary tally, he believed that Icahn-backed candidates had won two seats on the company's 13-seat board.
Biogen Idec would not confirm that, and a company spokeswoman said, "Results are in the process of being tabulated, and we'll look to issue a statement as soon as possible."
Tthis morning, Biogen Idec unexpectedly recessed its annual meeting and said the meeting would reconvene this afternoon. The delay seemed to infuriate Icahn (right).
Icahn was not present at the meeting, but in a mid-day phone interview with the Globe, he characterized Biogen Idec's management tactics as "sort of despicable" and added that the company is run "like a country club."
When Biogen Idec announced this morning that the meeting would be temporarily suspended, Icahn representative Richard Jones objected, saying the intermission was improper under the company's bylaws, which he said prohibits the adjournment of a company meeting before a vote is announced.
Biogen Idec chairman Bruce R. Ross insisted that this morning's delay was a recess, not an adjournment.
Reacting to the delay announced this morning, Alexander J. Denner, managing director of Icahn Partners LP, said, "This is not North Korea."
Denner added that Icahn's lawyers were appealing to a court in Delaware, where Biogen Idec is incorporated, to close the vote.
During a telephone interview, Icahn said he doubted that the court would rule before 2 p.m., but he denounced Biogen Idec's management tactics as unaccountable to shareholders.
"It's sort of despicable," Icahn said. "Imagine if this was a presidential election, and you're losing and you call a recess. It's typical of the way this company has been run. It's like a country club. They want it their way, and that's the way it's going to be. They don't want to be accountable to anyone."
A Biogen Idec spokeswoman declined to comment on Icahn's remarks.
Some shareholders who support Icahn's bid to get representation on the board suggested that management was looking to buy time so management would have more time to lobby for management-endorsed board candidates.
Icahn, whose companies own about 5 percent of Biogen Idec shares, has called for the company to be split into two separate concerns focusing on neurology and cancer. Last month, he won unexpected backing for two of his board nominees from RiskMetrics Group, a firm that advises institutional investors such as mutual funds and pension funds.
RiskMetrics recommended that Denner and Harvard Medical School professor Richard C. Mulligan be added to the Biogen Idec board. It declined to support two other Icahn nominees, Thomas F. Deuel and David Sidransky.
Just before 2 p.m., Denner said that based on preliminary results, he believed that he and Mulligan had sufficient votes to win seats on the board.
At the company's annual meeting last year, Biogen Idec stockowners overwhelmingly rejected a slate of director candidates nominated by Icahn, who then had been agitating for the company to be sold.
But the activist investor has been building momentum this year in his efforts to gain representation on the boards of biotechnology companies. Last week, shareholders at Amylin Pharmaceuticals Inc. of San Diego, maker of the diabetes drug Byetta, elected two nominees backed by Icahn. They also ousted the board's chairman, Joseph Cook.
To read some previous Globe coverage on Icahn and Biogen Idec, please click here.
(By Robert Weisman, Globe staff. File photo of Icahn: Chip East/Bloomberg News)
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