BioMarin Pharmaceutical Inc. (NASDAQ: BMRN), a global biotechnology company dedicated to transforming lives through genetic discovery, today announced several initiatives to enhance corporate governance and long-term shareholder value creation.
The Board has approved the appointment of three new independent directors: Barbara Bodem, Athena Countouriotis, M.D., and Mark Enyedy effective December 27, 2023. With these appointments, the company’s Board will temporarily expand to 15 directors before returning to 11 directors effective no later than the 2024 annual meeting of stockholders.
BioMarin’s Board has also established a new Strategic and Operating Review Committee to conduct a review of the company to maximize its long-term value, including a review of the company’s business, strategy and operations, financial and capital allocation priorities, and long-term planning and priorities. The Strategic and Operating Review Committee will be chaired by BioMarin Board chair Richard A. Meier and will include president and chief executive officer Alexander Hardy, BioMarin director Maykin Ho, Barbara Bodem and Mark Enyedy. The committee will present its recommendations to the full Board. The company has also committed to holding an investor day in 2024.
As part of this process and to facilitate collaboration with Elliott Investment Management L.P. (together with its affiliates, “Elliott”), one of BioMarin’s largest investors, BioMarin has entered into a Cooperation Agreement with Elliott and agreed to customary standstill, voting, and other provisions. Additionally, Elliott has entered into an information-sharing agreement to allow for a dialogue between Elliott and the company.
“We are excited to welcome Barbara, Athena, and Mark to our Board,” said Mr. Meier. “Their deep industry experience, leadership expertise, and diverse skills will add valuable insight to our Board. The addition of these directors and the new committee will build on the extensive work our Board has already done to determine how best to strengthen operational performance, enhance profitability, and create long-term value for our shareholders. The Board looks forward to receiving the committee’s recommendations.”
“I’m looking forward to working with the Board, Elliott, and our newly appointed directors,” said Mr. Hardy. “Today’s announcements will strengthen our ability to drive better outcomes for patients with genetic diseases and deliver value to all stakeholders. Our focus will be to grow our business through the commercialization of our leading portfolio and pipeline of innovative medicines, while driving increased profitability through margin expansion.”
Elliott Senior Portfolio Manager Marc Steinberg said, “Our discussions with BioMarin have been positive and productive, and we are pleased to have worked collaboratively to reach this agreement. BioMarin plays a pivotal role in the treatment of genetic diseases thanks to its globally leading rare-disease portfolio. We believe the changes announced today put BioMarin in the best position to realize its full potential, and we support Alexander Hardy as the right leader for this chapter of BioMarin’s value creation story. We thank the Board and management for their constructive dialogue, and we look forward to continuing our work with them.”
J.P. Morgan Securities LLC and Goldman Sachs are serving as BioMarin’s financial advisors and Jones Day is serving as BioMarin’s legal counsel.
