June 11, 2008
Carl Icahn is no stranger to boardroom battles. On Monday, the longtime equity-shakeup artist fired off his third letter in as many weeks to Biogen Idec (Nasdaq: BIIB ) investors, calling for an overhaul of its board of directors.
Whether with Yahoo! (Nasdaq: YHOO ) or other companies like ImClone Systems (Nasdaq: IMCL ) , Icahn hasn't waited long to rattle any boards of directors or management teams with whom he disagrees. In conjunction with Biogen's upcoming annual meeting and his own attempt to get his candidates voted onto Biogen's board, Icahn's letter reiterated his position that Biogen deliberately sabotaged its aborted sales process last year.
Icahn claimed that Biogen's current board of directors was asleep at the wheel while multiple drugmakers were considering placing a bid on Biogen last year. Because of Biogen's "missteps" and "poor design" of the bidding process, Icahn charged that all the potential bidders are now locked out "from talking to (Biogen) about an acquisition".
The way the bidding process shook out last year has always been Icahn's biggest complaint about Biogen's recent performance. He balked when rumors briefly swirled earlier in the year that Biogen might be looking to make a large acquisition of its own, but overall, he has made few complaints about Biogen's operational performance. With revenue up 18% and free cash flow up 15% last year, despite a tough operating environment for many drugmakers, Icahn would have trouble arguing that Biogen is failing operationally.
Perhaps tellingly, yesterday several independent shareholder-advisory firms sided against voting for Icahn's slate of board nominees. Even if Icahn succeeds at the company's annual meeting, adding a few more independent directors to Biogen's board won't give him control over Biogen by any means.