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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. )
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o Definitive Proxy Statement
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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)
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Date Filed: |
May 22, 2008
Dear Fellow Stockholder:
Biogen Idec has delivered superior stock price returns over the past one-, three- and four-year
periods, outperforming the S&P 500, the Dow Jones Industrial Average and the Amex Biotechnology
Index. As you decide how to vote at the important annual meeting of stockholders scheduled for
June 19, 2008, we urge you not to be misled by Carl Icahns rhetoric. Your Board and management
have created exceptional stockholder value do not allow a dissident team to jeopardize Biogen
Idecs proven track record of outperformance.
As you probably know, your Company recently celebrated its 30-year anniversary. The enclosed press
release provides more information about Biogen Idecs accomplishments, its history of creating
stockholder value and the bright outlook for stockholders in the future.
We urge you to vote for your Companys four highly regarded and accomplished nominees. Please use
the WHITE proxy card to vote by telephone, by Internet or by signing, dating and returning your
WHITE proxy card in the enclosed postage-paid envelope TODAY.
Thank you for your continued support.
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Sincerely, |
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Bruce Ross, Chairman
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James Mullen, Chief Executive Officer |
Your Vote Is Important, No Matter How Many Or How Few Shares You Own.
If you have questions about how to vote your shares, or need additional assistance, 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
IMPORTANT
We urge you NOT to sign any Gold proxy card sent to you by The Icahn Parties.
If you have already done so, you have every legal right to change your vote by using the enclosed
WHITE proxy card to vote TODAY by telephone,
by Internet, or by signing, dating and returning the WHITE proxy card
in the postage-paid envelope provided.
BIOGEN IDEC CELEBRATES 30 YEARS OF TRANSFORMING
DISCOVERY INTO CARE
Cambridge, MA May 19, 2008 Biogen Idec Inc. (NASDAQ: BIIB), a global biotechnology leader in
the discovery, development, manufacturing and commercialization of innovative therapies, this week
is celebrating its 30-year anniversary of creating new standards of care in therapeutic areas with
high unmet medical needs.
For 30 years, Biogen Idec has been transforming discoveries into breakthrough therapies that
improve the lives of patients around the world, said James Mullen, Biogen Idecs Chief Executive
Officer. With leading biotechnology products, a robust pipeline and talented people, we are
delivering significant value for our patients and shareholders. Our prospects for future growth
and success have never been better.
Currently, Biogen Idec markets three major therapies. It has an industry-leading multiple
sclerosis (MS) franchise with AVONEX® (Interferon beta-1a), the worlds most prescribed
therapy for relapsing forms of MS; and TYSABRI® (natalizumab), co-marketed with Elan
Pharmaceuticals, which reached approximately 26,000 patients on commercial and clinical therapy
worldwide as of the end of March 2008. The company also co-markets with Genentech, Inc.
RITUXAN® (rituximab), the worlds leading cancer therapy and a treatment for
non-Hodgkins lymphoma and rheumatoid arthritis.
The companys product pipeline includes 15 products in Phase 2 and beyond, and its research and
development is focused primarily on neurology, oncology and rheumatology, with emerging efforts in
cardiopulmonary diseases and hemophilia. Patients in more than 90 countries benefit from Biogen
Idecs significant products. The company has more than 4,200 employees worldwide and generated
revenues of nearly $3.2 billion in 2007.
Nobel Laureate Phillip A. Sharp, Ph.D., co-founder and a Director of the company, said, Thirty
years ago, we could only have dreamed that the company we started would have the profound impact
on patients that it has today. It is gratifying to see Biogen Idecs spirit of innovation and
perseverance continuing to drive excellence in research and development. The company has also
outlined a comprehensive strategic growth plan that we believe will build on the exciting momentum
underway.
A Plan for Continued Growth
Biogen Idec has presented detailed product and financial goals for the year 2010. Specifically,
the company aims to generate revenue growth at a 15 percent compound annual growth rate (CAGR) and
non-GAAP EPS at a 20 percent CAGR from 2007 through 2010. This strong growth is expected to be
driven by:
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Continued solid performance of AVONEX, the worlds most prescribed therapy for MS; |
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Expansion of RITUXAN into autoimmune diseases; |
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Achievement of the milestone of 100,000 patients on TYSABRI by year-end 2010; |
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Continued geographic diversification of the companys revenue base, with more than 40
percent of revenue coming from its International business by 2010; and |
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By year-end 2010, the launch of four new products from the pipeline or existing
products in major new indications, and the advancement of another six programs into
late-stage development. |
Company History Highlights
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1978:
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Biogen NV is incorporated |
1979:
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Biogen scientists are the first to announce synthesis in bacteria (expression) of hepatitis B
virus protein antigens Biogen grants exclusive worldwide license to Schering-Plough for its alpha interferon
patents. Today, INTRON® A (Interferon alfa-2b) is marketed in several indications
including chronic hepatitis B and C, and malignant melanoma |
1980:
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Walter Gilbert, Ph.D., of Harvard University and one of Biogens founders, receives the
Nobel Prize for sequencing nucleotides |
1985:
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IDEC Pharmaceuticals is founded |
1988:
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Biogen licenses its hepatitis B technology to SmithKlineBeecham. Today ENGERIX®-B
(hepatitis B vaccine) and RECOMBIVAX® are sold by GlaxoSmithKline and Merck,
respectively |
1993:
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Phillip Sharp, Ph.D., of the Massachusetts Institute of Technology and a founder of
Biogen, receives the Nobel Prize for his discovery of split genes and RNA splicing |
1996:
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FDA approves Biogens AVONEX for treatment of relapsing forms of MS |
1997:
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FDA approves IDECs RITUXAN for the treatment of certain types of B-cell non-Hodgkins lymphoma the first monoclonal antibody to be approved as a cancer
therapeutic Biogen licenses exclusive rights to bivalirudin to The Medicines Company, which today
markets ANGIOMAX® as an anticoagulant |
2003:
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Biogen and IDEC Pharmaceuticals merge to create Biogen Idec |
2006:
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FDA approves RITUXAN for the treatment of moderate-to-severe rheumatoid arthritis |
2006:
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TYSABRI is reintroduced in the U.S. and launched in the European Union as a treatment
for relapsing forms of MS |
2007:
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Biogen Idec continues to expand its global footprint, opening offices in Brazil, China and
India |
2008:
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FDA approves TYSABRI for the treatment of moderate-to-severe Crohns disease in
patients who have failed or cannot tolerate available therapies |
About Biogen Idec
Biogen Idec creates new standards of care in therapeutic areas with high unmet medical needs.
Founded in 1978, Biogen Idec is a global leader in the discovery, development, manufacturing, and
commercialization of innovative therapies. Patients in more than 90 countries benefit from Biogen
Idecs significant products that address diseases such as lymphoma, multiple sclerosis, and
rheumatoid arthritis. For product labeling, press releases and additional information about the
company, please visit www.biogenidec.com.
Safe Harbor
This press release contains forward-looking statements, which appear under the heading A Plan for
Continued Growth and in the comments from James Mullen, our CEO and Phil Sharp, a co-founder and
Director of the company. 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 shareholder, 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 press release, 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.
GAAP EPS Reconciliation for 2010 Goals
On a reported basis, calculated in accordance with accounting principles generally accepted in the
U.S. (GAAP), the company aims to grow GAAP EPS from 2007 through 2010 at a 25% CAGR. The long-term
non-GAAP EPS goal excludes the impact of purchase accounting, merger-related adjustments, stock
option expense, and their related tax effects. In order to reconcile long-term GAAP and non-GAAP
EPS figures, the company has excluded the following items for 2008 through 2010 from our non-GAAP
EPS goal provided above:
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Purchase accounting charges, including amortization of acquired intangible assets and
IPR&D, is estimated to be $760-$800 million for already completed transactions; |
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Stock option expense due to FAS 123R is estimated to be in the range of $80-$90
million; |
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Tax benefit of $220-$240 million related to the pre-tax reconciling items. |
Because the company cannot predict with certainty the nature or the amount of non-operating or
unusual charges through 2010, it has made no assumption regarding new purchase accounting charges
in this GAAP EPS goal. The company may incur charges or realize income through 2010 which could
cause actual results to vary from the goal.
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