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Oh, the tease of the secret documents. Now that Biogen Idec Inc. and investor Carl Icahn are toe-to-toe in a proxy fight, Biogen has released a sheaf of documents related to its failed auction process last fall.
Icahn, who jump-started the process by boosting his stake then making a symbolic offer for the company, claims management never really wanted to sell and placed too many obstacles in front of bidders -- namely, that Biogen made it too difficult to talk to its business partners Elan Corp plc and Genentech, Inc., which hold important rights and share profits on two of Biogen's products. Piffle, Biogen has responded at various times. (Which, to no one's surprise, hasn't stopped Icahn from nominating his own slate of directors for the upcoming annual shareholder meeting.) Now you can see what Biogen means....sort of. The firm says the documents they've released prove the auction process was "comprehensive and fair." The pages are full of calendars and schedules and agendas for the two-month auction, but on first blush they reveal little of substance. Much of it is redacted, but here's what we can glean on first reading: - Biogen's bankers, Merrill Lynch and Goldman Sachs, told potential buyers early in the process that Elan and Genentech would be cooperative. - At least one bidder asked for and received amended conditions for its bid. - At the Dec. 9 board meeting, three days before Biogen pulled the plug on the auction, CEO Jim Mullen told the board that at least one bidder (the name or names are redacted) was interested enough to elicit the possibility of a draft merger agreement. Biogen asked for a final proposal and said the bidder(s) could speak with Elan after submitting the proposal, with a chance to revise it after the Elan discussion. The proposal never came. - The timing of the Elan discussion seemed to be sticking point, even though Goldman bankers told the bidder with Elan's permission that Elan would not seek a payment or "risk-shifting" arrangement if a change of control occurred. On Dec. 12 Biogen called off the auction. The shareholder meeting and proxy showdown comes June 19 in Cambridge.
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