Biotech and Pharma

Activist fund seeks 'imminent retirement' of Ariad CEO

Activist hedge fund Sarissa Capital said Friday it plans to nominate two directors to Ariad Pharmaceuticals' board, seeking the "imminent retirement" of Chief Executive Harvey Berger.

Sarissa will nominate Richard Mulligan, a founding partner of the hedge fund and a Harvard University geneticist, and Anna Protopapas, who formerly led Japanese drugmaker Takeda's cancer business, the hedge fund said in a regulatory filing. They will run for the seats of Berger and lead independent director Wayne Wilson.

Sarissa was co-founded by Alex Denner, who previously ran health-care investments for Carl Icahn and won a seat on Ariad's board last February. The hedge fund, which is Ariad's largest shareholder, said it's been in negotiations with directors at the company and their advisers "in an attempt to avoid a potential proxy contest."

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"As part of those discussions, the Reporting Persons have indicated their belief that based on their experiences and interactions with the Issuer, it is in the best interests of the Issuer and its shareholders that the board undertake measures to effect and facilitate the imminent retirement of Harvey Berger as CEO of the Issuer and that any settlement of a proxy contest must include the CEO's retirement," Sarissa wrote in the filing. "Unfortunately," Sarissa said, it has "not been able to reach a settlement."

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Ariad confirmed receipt of the filing Friday, and declined to comment further. Sarissa's Denner didn't immediately return a call seeking comment.

Ariad shares rose 6.5 percent on Feb. 13 after CNBC reported Sarissa's plans. It was up more than 11 percent Friday afternoon.

Berger founded Ariad and has led the company since 1991. The drugmaker's shares have come under pressure in recent years after its only approved medicine, the cancer drug Iclusig, was pulled from the U.S. market in late 2013 over safety concerns. It was back on shelves two months later, with tighter restrictions on its use. As of Thursday's close, Ariad's stock was down 16 percent in the last 12 months, compared with a 29 percent gain for the Nasdaq Biotechnology Index.

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Still, some question whether replacing the CEO will speed the shares' recovery.

"I don't know what someone who replaces Harvey Berger would do that's any different than what they're doing right now," JMP Securities analyst Mike King said in a Feb. 13 telephone interview. "This is going to be a process; the data are the data."

Ariad is conducting multiple clinical trials to better understand Iclusig's safety and efficacy profile, aiming to expand its use to more patients.

"Can anybody make them go faster?" King asked. "Maybe a little bit, but how much faster, and what would be accomplished?"

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Sarissa said in its filing that it's also "extremely concerned with the conduct of certain members" of the board, "particularly with respect to compensation, governance and financial matters." The hedge fund cited the company's decision to renew Berger's contract in October 2013, calling the terms "egregious." It also threatened to pursue court proceedings to remove one or more directors "for cause on potential breaches of their fiduciary duties."

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Ariad didn't immediately comment on the filing. Sarissa's Denner didn't immediately return a call seeking comment.

Berger's been the topic of controversy before; in 2008, four of nine directors resigned simultaneously, citing disagreements with the rest of the board, including Berger. The directors accused the CEO of "grossly inappropriate" and "manipulative" conduct, according to a report by Luke Timmerman at Xconomy.

Denner and Mulligan are perennial proxy fighters: at Sarissa, they and investor First Manhattan ousted the CEO and majority of directors of obesity drugmaker Vivus in 2013. At Icahn, they led proxy fights at Biogen Idec and both remain on the board years later. They also led Icahn battles at Genzyme, ImClone and other drugmakers. They founded Sarissa in 2012.

Despite their success at Vivus, the stock has dwindled; it's down 60 percent in the last year. Other investments have been more successful: the fund held 5 million shares of Idenix when the hepatitis C drugmaker was acquired by Merck last year, netting almost $100 million, according to FierceBiotech.

The hedge fund announced a 5.8 percent stake in drugmaker Aegerion earlier this month.

(UPDATED: This story was updated to include a link to the company's statement and the denial of comment from both Ariad and Sarissa's Denner. Share activity was also updated.)