CAMBRIDGE, Mass.--(BUSINESS WIRE)--Genzyme
Corporation (NASDAQ: GENZ) and Carl C. Icahn and certain of his
affiliated private investment funds announced today an agreement to
settle their proxy contest. Under the agreement, the Icahn funds will
withdraw its slate of four nominees for Genzyme’s board of directors and
vote its Genzyme shares in favor of the company’s nominees, and Genzyme
will appoint Steven Burakoff, M.D., and Eric Ende, M.D., to serve as
directors immediately following its June 16 annual meeting of
“New oversight at the director level
will help this great company achieve its full potential”
Dr. Burakoff, one of the Icahn Funds' nominees, is Professor of
Medicine, Hematology and Medical Oncology at the Mount Sinai School of
Medicine and Director of the Tisch Cancer Institute at the Mount Sinai
Medical Center. Dr. Ende, a participant in the Icahn funds’ proxy
solicitation, is a former biotechnology analyst with Merrill Lynch & Co.
“Over the past year, we have made substantial progress in enacting
operational and organizational changes to return to our historical path
of sustainable growth,” said Henri A. Termeer, Genzyme’s chairman and
chief executive officer. “This agreement provides a pragmatic and
constructive solution that allows us to focus on continuing to
strengthen and build the company to create value for our shareholders.”
Carl Icahn said: “I am always pleased when a proxy fight can be avoided.
I believe Drs. Burakoff and Ende will add significant medical and
financial expertise to the Genzyme board. I am also very heartened that
the Genzyme board recently brought on Ralph Whitworth, a longtime
activist, as a director, and announced that Dennis Fenton will shortly
be added to the board as well.”
Mr. Icahn went on to say that the addition of these four directors
represents a good outcome for shareholders, who are now better
represented on Genzyme’s board. “New oversight at the director level
will help this great company achieve its full potential,” said Mr. Icahn.
Genzyme’s board currently consists of ten members, all of whom have been
nominated for re-election at the company’s annual meeting. Following the
appointment of Drs. Burakoff and Ende and Dennis M. Fenton, Ph.D.,
former executive vice president of operations at Amgen Inc., the
company’s board will consist of 13 members.
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. In 2010, Genzyme
was named to the Fortune 500.
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. 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.
Learn more about Genzyme’s progress moving forward and the people
leading the changes by visiting www.GenzymeTransformation.com
On April 26, 2010, Genzyme filed a definitive proxy statement with the
SEC in connection with the company's 2010 annual meeting of
shareholders. Genzyme shareholders are strongly advised to read
carefully the company's definitive proxy statement and other proxy
materials before making any voting or investment decision because the
definitive proxy statement and other proxy materials contain important
information. The company's definitive proxy statement and any other
reports filed by the company with the SEC can be obtained free of charge
at the SEC's web site at www.sec.gov
or from Genzyme at www.genzyme.com.
Copies of the company's definitive proxy statement and other proxy
materials are 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, toll
free at: (888) 750-5835.
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.