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
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-12
Biogen Idec Inc.
(Name of Registrant as Specified In Its Charter)
Carl C. Icahn
Alexander J. Denner
Richard C. Mulligan
Thomas F. Deuel
David Sidransky
Mayu Sris
Eric Ende
Jeffrey Meckler
Icahn Partners LP
Icahn Partners Master Fund LP
Icahn Partners Master Fund II LP
Icahn Partners Master Fund III LP
High River Limited Partnership
Barberry Corp.
Hopper Investments LLC
Icahn Offshore LP
Icahn Onshore LP
Icahn Capital LP
IPH GP LLC
Icahn Enterprises Holdings L.P.
Icahn Enterprises G.P. Inc.
Beckton 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 May 28, 2009, Carl C. Icahn issued a press release. It is attached
hereto as Exhibit I and is incorporated herein.
ON MAY 15, 2009, THE PARTICIPANTS FILED A DEFINITIVE PROXY STATEMENT WITH THE
SECURITIES AND EXCHANGE COMMISSION. SECURITY HOLDERS ARE ADVISED TO READ THE
PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY
CARL C. ICAHN, ALEXANDER J. DENNER, RICHARD C. MULLIGAN, THOMAS F. DEUEL, DAVID
SIDRANSKY, MAYU SRIS, ERIC ENDE, JEFFREY MECKLER, ICAHN PARTNERS LP, ICAHN
PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP, ICAHN PARTNERS MASTER
FUND III LP, HIGH RIVER LIMITED PARTNERSHIP, BARBERRY CORP. , HOPPER INVESTMENTS
LLC, ICAHN OFFSHORE LP, ICAHN ONSHORE LP, ICAHN CAPITAL LP, IPH GP LLC, ICAHN
ENTERPRISES HOLDINGS L.P. , ICAHN ENTERPRISES G.P. INC., BECKTON CORP.
(COLLECTIVELY, THE "PARTICIPANTS") AND CERTAIN OF THEIR RESPECTIVE AFFILIATES
FROM THE STOCKHOLDERS OF BIOGEN IDEC INC. FOR USE AT ITS ANNUAL MEETING, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
PARTICIPANTS IN THE PROXY SOLICITATION. THE DEFINITIVE PROXY STATEMENT AND A
FORM OF PROXY ARE AVAILABLE TO STOCKHOLDERS OF BIOGEN IDEC INC. FROM THE
PARTICIPANTS AT NO CHARGE AND ARE ALSO AVAILABLE AT NO CHARGE AT THE SECURITIES
AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV OR BY CONTACTING D.F.
KING & CO., INC. BY TELEPHONE TOLL FREE AT 1 (800) 769-4414.
EXHIBIT I
For Immediate Release Contact Susan Gordon
May 28, 2009 (212) 702-4309
ISS SUPPORTS ICAHN NOMINEES FOR BIOGEN IDEC BOARD
New York, New York - May 28, 2009: On May 23, 2009, RiskMetrics Group
(Institutional Shareholder Services), an influential and leading proxy voting
advisory firm, announced its support for two of Carl C. Icahn's nominees to
Biogen Idec Inc.'s board of directors. RiskMetrics recommended that stockholders
of Biogen Idec vote for Dr. Alexander J. Denner and Dr. Richard C. Mulligan. In
announcing its support, RiskMetrics stated: "...we conclude that the presence of
dissident nominees Denner and Mulligan on the Biogen board would likely prove
beneficial to long-term shareholder value."
Dr. Denner reacted to RiskMetrics' recommendation by commenting: "I am
pleased to see that RiskMetrics recognizes the need for stockholder-nominated
directors on Biogen Idec's board. Based on their report, it is clear that they
conducted a thorough review of the company and the numerous factors involved in
the current proxy contest. The fact that they concluded, and recommended, that
the path forward for Biogen Idec's board should include stockholder-nominated
directors is very good news for all stockholders."
We urge stockholders to vote the GOLD proxy card FOR Dr. Denner, Dr.
Mulligan, Dr. David Sidransky and Dr. Thomas F. Deuel. Stockholders should be
advised that they CANNOT use the WHITE proxy card to vote for any of Dr. Denner,
Dr. Mulligan, Dr. Sidransky or Dr. Deuel. Also, stockholders CANNOT use the
WHITE proxy card to follow the recommendation of RiskMetrics. Stockholders who
want to follow the RiskMetrics recommendation must use the GOLD proxy card.
Please use the GOLD proxy card to support our nominees.
If any stockholder has any questions about voting its shares, please call
Edward McCarthy of D.F. King & Co., Inc., at (212) 269-5550.
ON MAY 15, 2009, THE PARTICIPANTS FILED A DEFINITIVE PROXY STATEMENT WITH THE
SECURITIES AND EXCHANGE COMMISSION. SECURITY HOLDERS ARE ADVISED TO READ THE
PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF PROXIES BY
CARL C. ICAHN, ALEXANDER J. DENNER, RICHARD C. MULLIGAN, THOMAS F. DEUEL, DAVID
SIDRANSKY, MAYU SRIS, ERIC ENDE, JEFFREY MECKLER, ICAHN PARTNERS LP, ICAHN
PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP, ICAHN PARTNERS MASTER
FUND III LP, HIGH RIVER LIMITED PARTNERSHIP, BARBERRY CORP. , HOPPER INVESTMENTS
LLC, ICAHN OFFSHORE LP, ICAHN ONSHORE LP, ICAHN CAPITAL LP, IPH GP LLC, ICAHN
ENTERPRISES HOLDINGS L.P. , ICAHN ENTERPRISES G.P. INC., BECKTON CORP.
(COLLECTIVELY, THE "PARTICIPANTS") AND CERTAIN OF THEIR RESPECTIVE AFFILIATES
FROM THE STOCKHOLDERS OF BIOGEN IDEC INC. FOR USE AT ITS ANNUAL MEETING, BECAUSE
THEY CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
PARTICIPANTS IN THE PROXY SOLICITATION. THE DEFINITIVE PROXY STATEMENT AND A
FORM OF PROXY ARE AVAILABLE TO STOCKHOLDERS OF BIOGEN IDEC INC. FROM THE
PARTICIPANTS AT NO CHARGE AND ARE ALSO AVAILABLE AT NO CHARGE AT THE SECURITIES
AND EXCHANGE COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV OR BY CONTACTING D.F.
KING & CO., INC. BY TELEPHONE TOLL FREE AT 1 (800) 769-4414.