CAMBRIDGE, Mass.--(BUSINESS WIRE)--Genzyme Corporation (NASDAQ: GENZ), a diversified, global biotechnology
company, announced today that it has received notice from Icahn Partners
LP and certain of its affiliates of their intention to nominate four
individuals to Genzyme’s board of directors at the company's 2010 annual
meeting of shareholders. They are Mr. Carl C. Icahn, Dr. Steven
Burakoff, Dr. Alexander J. Denner and Dr. Richard Mulligan.
“Our actions demonstrate that we are open and responsive to shareholder
input, and we welcome a constructive dialogue with Mr. Icahn”
The Nominating and Governance Committee of Genzyme’s board will evaluate
the nominees and make a recommendation that is in the best interests of
all of the company’s shareholders. Genzyme’s board consists of nine
directors, all of whom are up for election at the 2010 annual meeting
scheduled for May 20.
“Our actions demonstrate that we are open and responsive to shareholder
input, and we welcome a constructive dialogue with Mr. Icahn,” said
Henri A. Termeer, Genzyme’s chairman and chief executive officer.
“Genzyme is regaining its momentum and will return to delivering
sustainable growth this year. We have made significant changes to
strengthen the company by investing in existing businesses, bringing in
new senior leadership and improving corporate governance. We are
completely focused on generating short- and long-term value for
shareholders.”
Over the past several months, Genzyme has implemented a series of
important changes, including the following:
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Added fresh perspective to its board of directors. In December, Robert
J. Bertolini, the former executive vice president and chief financial
officer at Schering Plough, was elected to the board, bringing
exceptionally strong industry and financial expertise. Mr. Bertolini
was subsequently appointed chair of the board’s Audit Committee.
-
Agreed to appoint Ralph Whitworth, principal and co-founder of
Relational Investors, to the company’s board in November 2010, upon
Relational’s request. Relational, one of Genzyme’s largest
shareholders, agreed to defer its request for board representation
until November given Genzyme’s progress in overcoming manufacturing
challenges, strengthening its operating structure, and enhancing its
board composition.
-
Strengthened the role of independent directors. In January, the board
established a requirement that at least two-thirds of its members be
independent, and Robert Carpenter was named Lead Independent Director.
Eight of the nine members of Genzyme’s board are independent directors.
-
Adopted new incentive compensation plans for senior executives
designed to encourage growth, return on investment and shareholder
value creation by aligning compensation with a broader set of
corporate financial performance metrics.
-
Continued to transform its manufacturing and quality operations with
the hiring of two senior leaders. Scott Canute, the former
manufacturing head at Eli Lilly & Company and a respected leader in
the field with more than 25 years of experience, will join Genzyme
March 1 as President of Global Manufacturing and Corporate Operations.
Ron Branning, who has more than 30 years of experience in
biopharmaceutical manufacturing quality and regulatory compliance,
including with Gilead and Genentech, recently joined Genzyme as Senior
Vice President of Global Product Quality.
About Genzyme
One of the world's leading biotechnology companies, Genzyme is dedicated
to making a major positive impact on the lives of people with serious
diseases. Since 1981, the company has grown from a small start-up to a
diversified enterprise with more than 12,000 employees in locations
spanning the globe and 2009 revenues of $4.5 billion.
With many established products and services helping patients in
approximately 100 countries, Genzyme is a leader in the effort to
develop and apply the most advanced technologies in the life sciences.
The company's products and services are focused on rare inherited
disorders, kidney disease, orthopaedics, cancer, transplant and immune
disease, and diagnostic testing. Genzyme's commitment to innovation
continues today with a substantial development program focused on these
fields, as well as cardiovascular disease, neurodegenerative diseases,
and other areas of unmet medical need.
Important Information
Genzyme, its directors, and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from Genzyme's
shareholders in connection with the company's 2010 annual meeting of
shareholders. Information about the directors and executive officers of
Genzyme can be found at the Company's website at www.genzyme.com
in the section "About Genzyme." Information regarding the ownership by
these individuals of Genzyme stock, restricted stock, and stock options
is included in their filings with the SEC on Forms 3, 4 and 5, which can
be found at the Company's website (www.genzyme.com)
in the section "Investors." Additional information regarding the
participants in the solicitation of Genzyme's shareholders will be
included in the company's annual report on Form 10-K for the year ended
December 31, 2009 and in the company's proxy statement in connection
with the 2010 annual meeting of shareholders when those documents are
filed with the SEC.
Genzyme files annual, quarterly and special reports with the SEC. The
proxy statements and other reports, when available, can be obtained free
of charge at the SEC's web site at www.sec.gov
or from Genzyme at www.genzyme.com.
Genzyme shareholders are advised to read carefully the proxy statement
relating to the company's 2010 annual meeting of shareholders and any
other relevant documents filed by the company with the SEC when they
become available before making any voting or investment decision,
because they will contain important information. A copy of the company's
proxy statement will also be available for free by writing to Genzyme
Corporation, 500 Kendall Street, Cambridge, MA 02142. In addition,
copies of the proxy materials may be requested from our proxy solicitor,
Innisfree M&A Incorporated, 501 Madison Avenue, 20th
Floor, New York, NY 10022, (212) 750-5833.
Genzyme® is a registered trademark of Genzyme Corporation.
All rights reserved.
Genzyme’s press releases and other company information are available at www.genzyme.com
and by calling Genzyme’s investor information line at 1-800-905-4369
within the United States or 1-678-999-4572 outside the United States.