SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. __)
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[ ] Definitive Proxy Statement
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[X] Soliciting Material Pursuant to 240.14a-12
GENZYME CORPORATION
(Name of Registrant as Specified In Its Charter)
CARL C. ICAHN
DR. ALEXANDER J. DENNER
DR. STEVEN J. BURAKOFF
DR. RICHARD MULLIGAN
HIGH RIVER LIMITED PARTNERSHIP
HOPPER INVESTMENTS LLC
BARBERRY CORP.
ICAHN PARTNERS LP
ICAHN PARTNERS MASTER FUND LP
ICAHN PARTNERS MASTER FUND II LP
ICAHN PARTNERS MASTER FUND III LP
ICAHN ENTERPRISES G.P. INC.
ICAHN ENTERPRISES HOLDINGS L.P.
IPH GP LLC
ICAHN CAPITAL L.P.
ICAHN ONSHORE LP
ICAHN OFFSHORE LP
BECKTON CORP.
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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On February 19, 2010, entities affiliated with Mr. Icahn delivered the
"Shareholders' Notice of Nomination of Persons for Election as Directors at the
2010 Annual Meeting of Shareholders of Genzyme Corporation" (the "Notice"). Such
Notice states the intention of High River Limited Partnership, Icahn Partners
LP, Icahn Partners Master Fund LP, Icahn Partners Master Fund II L.P. and Icahn
Partners Master Fund III L.P. to seek to nominate four persons for election to
the Board of Directors at the next annual meeting of shareholders with respect
to Genzyme Corporation.
On February 23, 2010, Mr. Icahn issued the attached press release, a copy of
which is attached hereto as Exhibit 1.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, DR. ALEXANDER J.
DENNER, DR. STEVEN J. BURAKOFF, DR. RICHARD MULLIGAN, HIGH RIVER LIMITED
PARTNERSHIP, HOPPER INVESTMENTS LLC, BARBERRY CORP., ICAHN PARTNERS LP, ICAHN
PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP, ICAHN PARTNERS MASTER
FUND III LP, ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH
GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, BECKTON CORP.,
AND CERTAIN OF THEIR RESPECTIVE AFFILIATES FROM THE SHAREHOLDERS OF GENZYME
CORPORATION FOR USE AT ITS ANNUAL MEETING WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY
STATEMENT AND A FORM OF PROXY WILL BE AVAILABLE TO SHAREHOLDERS OF GENZYME
CORPORATION FROM THE PARTICIPANTS AT NO CHARGE AND WILL ALSO BE AVAILABLE AT NO
CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV.
EXHIBIT 1
FOR IMMEDIATE RELEASE
CONTACT: SUSAN GORDON
212-702-4309
ICAHN NOMINATES 4 TO GENZYME SLATE
NEW YORK, NEW YORK- FEBRUARY 23, 2010 (NASDAQ: GENZ) - Carl Icahn announced
today that he and his affiliated entities notified Genzyme Corporation on
Friday, February 19, 2010, of their intention to nominate 4 director candidates
at the 2010 annual meeting of Genzyme shareholders. Mr. Icahn stated that "Our
slate consists of Dr. Alex Denner, who is a managing director of entities that
advise Icahn managed hedge funds, Dr. Richard Mulligan of the Harvard Medical
School, Dr. Steven J. Burakoff, of the Mount Sinai School of Medicine and
myself." Mr. Icahn further stated that, "both Dr. Mulligan and Dr. Burakoff are
brilliant members of the medical community and will add much practical and
scientific expertise to the Genzyme Board when they are elected and Alex,
Richard and I have had much biotech experience with ImClone and other companies.
Our team, on becoming members of the ImClone Board, worked diligently to
resuscitate the company and achieve great returns for all shareholders. We would
hope to achieve the same result for Genzyme shareholders." Additionally, Mr.
Icahn stated, "given that Genzyme's management has performed so poorly in the
past, our first task will be to attempt to help fix what is broken. You need
only read the financial press to know that Genzyme is ailing and its
shareholders will benefit if strong medicine is applied. We have heard from a
number of shareholders that they have very little faith in the current Board and
believe that there should be a major shake-up in its composition."
Icahn's four director nominees are:
DR. STEVEN BURAKOFF
- -------------------
Dr. Steven Burakoff's principal occupation is serving as 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, since
2007. Prior to his appointment at Mount Sinai, Dr. Burakoff was the Laura and
Isaac Perlmutter Professor, New York University School of Medicine; Director,
New York University Cancer Institute; and Director, Skirball Institute of
Biomolecular Medicine, New York University School of Medicine, from 2000 to
2007. Previously, Dr. Burakoff was Chair of Pediatric Oncology at the
Dana-Farber Cancer Institute; the Margaret M. Dyson Professor of Pediatrics at
the Harvard Medical School, and also received an Honorary Master's of Science
Degree from Harvard University. He was the recipient of the first Harvard
Medical School Excellence in Mentoring Award. He was also the Ted Williams
Senior Investigator at the Dana-Farber Cancer Institute, and he also served as a
member of the Board of Trustees of the Dana-Farber Cancer Institute. Dr.
Burakoff serves as a member of the External Advisory Committee at: the Cold
Spring Harbor Laboratory Cancer Center, the Baylor Medical School Cancer Center,
and the Cancer Center of the University of Massachusetts Medical School, the
Albert Einstein College of Medicine Cancer Center and the St. Jude's Cancer
Center. Dr. Burakoff holds memberships in many professional societies and
organizations, including: Alpha Omega Alpha, the American Society of Clinical
Investigation, and the Association of American Physicians, and the American
Association of Immunologist where he serves as Secretary-Treasurer. He has been
an Editor and Associate Editor for numerous journals and author of more than 300
publications in peer-reviewed journals. On May 11, 2009, Dr. Burakoff received
the American Association of Immunologists Lifetime Achievement Award. On
September 22, 2009, Dr. Burakoff received the Lillian and Henry M. Stratton
Professor of Cancer Medicine endowed professorship from the Mount Sinai School
of Medicine. Since 2009, Dr. Burakoff has served as a director of Ligand
Pharmaceuticals Incorporated, a publicly traded royalty-driven biotechnology
company and from 2005 through 2008 served as a director of Pharmacopeia, a
publicly traded biopharmaceutical company which was then acquired by Ligand.
Dr. Burakoff graduated from Lehigh University with a Bachelor of Science degree,
received his Master's degree from Queens College, and his M.D. from Albany
Medical College.
DR. RICHARD MULLIGAN
- --------------------
Dr. Mulligan's principal occupation is serving as the Mallinckrodt Professor of
Genetics at Harvard Medical School, and Director of the Harvard Gene Therapy
Initiative. Professor Mulligan received his B.S. degree from the Massachusetts
Institute of Technology, and his Ph.D. from the Department of Biochemistry at
Stanford University School of Medicine. After receiving postdoctoral training at
the Center for Cancer Research at MIT, Professor Mulligan joined the MIT faculty
and subsequently was appointed Professor of Molecular Biology and Member of the
Whitehead Institute for Biomedical Research before moving to Children's Hospital
and Harvard in 1996. His honors include the MacArthur Foundation Prize, the
Rhodes Memorial Award of the American Association for Cancer Research, the
ASMB-Amgen Award, and the Nagai Foundation International Prize. Dr. Mulligan
served as a director of ImClone System Incorporated, a publicly traded
biopharmaceutical company, from September 2006 until November 2008, and as a
member of Scientific Advisory Board and Executive Committee. In addition, Dr.
Mulligan has served as a director of Biogen Idec Pharmaceuticals, a publicly
traded biopharmaceutical company from June 2009 until the present, as a director
of Enzon Pharmaceuticals, a publicly traded biopharmaceutical company from May
2009 until the present, and as a director of Cellectis SA, a biotechnology
company which specializes in genome engineering, since 2007. He has also served
on the National Institutes of Health's Recombinant DNA Advisory Committee and on
the U.S. Food and Drug Administration Biological Response Modifiers Advisory
Committee.
DR. ALEXANDER J. DENNER
- -----------------------
Dr. Denner's principal occupation is serving as Managing Director of entities
affiliated with Carl C. Icahn, including Icahn Partners, Icahn Master, Icahn
Master II and Icahn Master III. Icahn Partners, Icahn Master, Icahn Master II
and Icahn Master III are private investment funds. Dr. Denner has served in this
position since August 2006. From April 2005 to May 2006, Dr. Denner served as a
portfolio manager specializing in healthcare investments for Viking Global
Investors. Previously, he served in a variety of roles at Morgan Stanley,
beginning in 1996, including as portfolio manager of healthcare and
biotechnology mutual funds. Dr. Denner was the chairman of the Executive
Committee of the Board of Directors of ImClone Systems Incorporated, a publicly
traded biopharmaceutical company, and a director of ImClone Systems Incorporated
from April 2006 until the company was purchased in December 2008. He served on
the Board of Adventrx Pharmaceuticals Inc., a publicly traded biopharmaceutical
company from October 2006 to October 2009. In addition, Dr. Denner has served as
a director of Biogen Idec Pharmaceuticals, a publicly traded biopharmaceutical
company from June, 2009 until the present, as a director of Amylin
Pharmaceuticals, Inc., a publicly traded biopharmaceutical company since June
2009, as a director of Enzon Pharmaceuticals, a publicly traded
biopharmaceutical company from May 2009 until the present, and as Chairman of
the Board of Directors of Enzon Pharmaceuticals from July, 2009 until the
present. Dr. Denner received his S.B. degree from the Massachusetts Institute of
Technology and his M.S., M.Phil., and Ph.D. degrees from Yale University.
CARL C. ICAHN
- -------------
Carl C. Icahn has served as chairman of the board and a director of Starfire
Holding Corporation ("Starfire"), a privately-held holding company, and chairman
of the board and a director of various subsidiaries of Starfire, since 1984.
Since August 2007, through his position as Chief Executive Officer of Icahn
Capital LP, a wholly-owned subsidiary of Icahn Enterprises L.P. ("Icahn
Enterprises"), and certain related entities, Mr. Icahn's principal occupation is
managing private investment funds, including Icahn Partners LP, Icahn Partners
Master Fund LP, Icahn Partners Master Fund II LP, and Icahn Partners Master Fund
III LP. From November 2004 to August 2007, Mr. Icahn conducted this occupation
through his entities CCI Onshore Corp. and CCI Offshore Corp. Since November
1990, Mr. Icahn has been chairman of the board of Icahn Enterprises G.P. Inc.,
the general partner of Icahn Enterprises. Icahn Enterprises is a diversified
holding company engaged in a variety of businesses, including investment
management, metals, automotive, real estate, railcar, food/packaging and home
fashion. Mr. Icahn was chairman of the board and president of Icahn & Co., Inc.,
a registered broker-dealer and a member of the National Association of
Securities Dealers, from 1968 to 2005. Mr. Icahn has served as chairman of the
board and as a director of American Railcar Industries, Inc., a company that is
primarily engaged in the business of manufacturing covered hopper and tank
railcars, since 1994. From October 1998 through May 2004, Mr. Icahn was the
president and a director of Stratosphere Corporation, the owner and operator of
the Stratosphere Hotel and Casino in Las Vegas, which, until February 2008, was
a subsidiary of Icahn Enterprises. From September 2000 to February 2007, Mr.
Icahn served as the chairman of the board of GB Holdings, Inc., which owned an
interest in Atlantic Coast Holdings, Inc., the owner and operator of The Sands
casino in Atlantic City until November 2006. From September 2006 to November
2008, Mr. Icahn was a director of ImClone Systems Incorporated ("ImClone"), a
biopharmaceutical company, and from October 2006 to November 2008, he was the
chairman of the board of ImClone. Mr. Icahn has been chairman of the board and a
director of XO Holdings, Inc., a telecommunications services provider, since
February 2006, and of its predecessor from January 2003 to February 2006. Mr.
Icahn has served as a director of Cadus Corporation, a company engaged in the
ownership and licensing of yeast-based drug discovery technologies since July
1993. From May 2005 to January 2010, Mr. Icahn served as a director of
Blockbuster Inc., a provider of in-home movie rental and game entertainment. In
October 2005, Mr. Icahn became a director of WestPoint International, Inc., a
manufacturer of bed and bath home fashion products. From August 2007 to
September 2009, Mr. Icahn was a director of WCI Communities, Inc. ("WCI"), a
homebuilding company. In December 2007, Mr. Icahn became a director of
Federal-Mogul Corporation ("Federal-Mogul"), a supplier of automotive products,
and since January 2008, has been the chairman of the board of Federal-Mogul.
From August 2008 to October 2009, Mr. Icahn was a director of Yahoo! Inc., a
company that provides Internet services to users, advertisers, publishers and
developers worldwide. Mr. Icahn received his B.A. from Princeton University.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER DOCUMENTS
RELATED TO THE SOLICITATION OF PROXIES BY CARL C. ICAHN, DR. ALEXANDER J.
DENNER, DR. STEVEN J. BURAKOFF, DR. RICHARD MULLIGAN, HIGH RIVER LIMITED
PARTNERSHIP, HOPPER INVESTMENTS LLC, BARBERRY CORP., ICAHN PARTNERS LP, ICAHN
PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II LP, ICAHN PARTNERS MASTER
FUND III LP, ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH
GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, BECKTON CORP.,
AND CERTAIN OF THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF GENZYME
CORPORATION FOR USE AT ITS ANNUAL MEETING WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE
PARTICIPANTS IN ANY SUCH PROXY SOLICITATION. WHEN COMPLETED, A DEFINITIVE PROXY
STATEMENT AND A FORM OF PROXY WILL BE AVAILABLE TO STOCKHOLDERS OF GENZYME
CORPORATION FROM THE PARTICIPANTS AT NO CHARGE AND WILL ALSO BE AVAILABLE AT NO
CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV.