¨ | Preliminary Proxy Statement |
¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
¨ | Definitive Proxy Statement |
¨ | Definitive Additional Materials |
ý | Soliciting Material under Rule 14a-12 |
ý | No fee required. |
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
(1) Title of each class of securities to which transaction applies: | |
(2) Aggregate number of securities to which transaction applies: | |
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): | |
(4) Proposed maximum aggregate value of transaction: | |
(5) Total fee paid: | |
¨ | Fee paid previously with preliminary materials. |
¨ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) Amount previously paid: | |
(2) Form, Schedule or Registration Statement No.: | |
(3) Filing Party: | |
(4) Date Filed: |
Delaware | 94-3023969 | |
(State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification No.) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common stock, par value $0.01 per share | PDLI | The NASDAQ Stock Market LLC |
PDL BIOPHARMA, INC. | ||
(Company) | ||
By: | /s/ Dominique Monnet | |
Dominique Monnet | ||
President and Chief Executive Officer |
1. | Board Matters and Related Agreements. |
(a) | New Director. |
(b) | Board Size and Compensation. |
(i) | The Company agrees that following the appointment of the New Director and until a date that is not later than the Company’s 2020 annual meeting of stockholders (the “2020 Annual Meeting”), the size of the Board shall be no more than eight (8) directors. |
(ii) | Following the completion of the 2020 Annual Meeting and during the remainder of the Standstill Period (as hereinafter defined), the Board and all applicable committees thereof shall take all necessary actions to decrease the size of the Board from not more than eight (8) to not more than seven (7) directors, and the size of the Board shall not be increased without the unanimous approval of the Board. |
(iii) | Promptly following execution of this Agreement, the Board and each applicable committee of the Board will take all necessary action to (A) reduce the total retainer cash compensation received by each director for their role as a member of the Board to no more than $50,000 per annum (provided that such limitation to cash compensation shall not include additional cash compensation received for services on Board committees or |
(iv) | For the avoidance of doubt, nothing contained in Sections 1(a) and 1(b) shall in any way limit the Board’s ability to effect a direction given to the Board by the Company’s stockholders pursuant to a resolution passed at a stockholder meeting, it being understood that the Board shall not directly or indirectly solicit, sanction or support any stockholder direction that would reasonably be expected to impact the obligations contained in Sections 1(a) and 1(b). |
(v) | The Company agrees that the New Director shall receive the same annual compensation as other non-employee directors of the Company and shall be entitled to reimbursement for the New Director’s documented and reasonable out-of-pocket expenses on the same basis as all other directors of the Company in their capacity as such. |
(c) | Board Committees. |
(i) | Effective upon the appointment of the New Director as a Class III director, the Board and all applicable committees thereof shall take all necessary actions to dissolve the existing Strategic Review Committee of the Board (the “Strategic Committee”), and the responsibilities of the Strategic Committee shall rest with the full Board. |
(ii) | Effective upon completion of the 2020 Annual Meeting, the Board and all applicable committees thereof shall take all necessary actions to appoint the New Director to the Compensation Committee of the Board (the “Compensation Committee”). |
(iii) | Concurrently with the execution of this Agreement, the Company further agrees to establish a cost management committee of the Board (the “Cost Committee”) to, among other things, oversee cost reduction initiatives of the Company. The Cost Committee shall remain in effect during the Standstill Period and, if determined by the Board, thereafter. The initial members of the Cost Committee shall consist of the New Director, who will serve as the Chairman of the Cost Committee during the Standstill Period, Elizabeth O’Farrell and Natasha Hernday. The Cost Committee shall have authority to make recommendations to the full Board regarding cost reduction initiatives and their execution timeline, and the Board shall have the sole right to review and approve or reject any recommendations made by the Cost Committee. |
(iv) | The New Director will have the same rights as other non-member, non-management directors to be invited to meetings of Board committees of which he or she is not a member. |
(v) | In the case of a resignation of the New Director from either the Compensation Committee or the Cost Committee (other than a resignation made pursuant to Section 1(d)(i)), the replacement shall be the applicable Replacement Director (as hereinafter defined) subject to the terms of Section 1(d)(ii) hereof. |
(d) | Director Resignation; Replacement Rights. |
(i) | Concurrently with the execution of this Agreement, the New Director has delivered to the Company an executed irrevocable resignation letter as a director in the form attached |
(ii) | During the Standstill Period, if the New Director is unable or unwilling to serve as a director, resigns as a director (other than a resignation made pursuant to Section 1(d)(i)), is removed as a director or is otherwise not serving as a director prior to the expiration of the Standstill Period, and at such time (A) Engine’s aggregate beneficial ownership (which, for purposes of this Agreement, shall be determined under Rule 13d-3 promulgated under the Exchange Act (as hereinafter defined)) is at least the lesser of (i) 3.5% of the then-outstanding Company Common Stock and (ii) 3,996,461 shares of Company Common Stock (the “Minimum Ownership Threshold”); and (B) Engine has not committed a material breach of this Agreement, Engine shall have the ability to name a replacement director, subject to Board approval (such approval not to be unreasonably withheld, conditioned or delayed); provided that such replacement director will not be a director, officer, employee or Affiliate (as hereinafter defined) of Engine (any such replacement director shall be referred to as the “Replacement Director”). Any Replacement Director named by Engine shall be required to (A) qualify as an “independent director” under the applicable rules of Nasdaq and the rules and regulations of the SEC and (B) satisfy the guidelines and policies with respect to service on the Board applicable to all non-management directors (including the requirements set forth in Section 1(f)(iii)). Subject to applicable rules of Nasdaq and the rules and regulations of the SEC, the Board and all applicable committees thereof shall take all necessary actions to appoint any Replacement Director to any applicable committee of the Board of which the New Director was a member immediately prior to such New Director’s resignation or removal; provided that such Replacement Director is qualified to serve on any such committee of the Board. The terms and conditions applicable to the New Director under this Agreement shall apply to any such Replacement Director as if such person were the New Director. Following the appointment of any Replacement Director to replace the New Director in accordance with this Section 1(d)(ii), all references to the New Director herein shall be deemed to include any Replacement Director (it being understood that this sentence shall apply whether or not references to the New Director expressly state that they include any Replacement Director). If at any time Engine’s aggregate beneficial ownership falls below the Minimum Ownership Threshold, the right of Engine pursuant to this Section 1(d)(ii) to name a Replacement Director to fill the vacancy caused by the resignation or removal of the New Director shall automatically terminate. Prior to the appointment of any Replacement Director to the Board, the Replacement Director will submit to the Company the information, documentation and acknowledgments set forth in Section 1(f)(iii) hereof. In furtherance of the purposes of this paragraph, Engine will promptly provide the Company its beneficial ownership of and economic exposure to the Company’s securities (A) from time to time as requested by the Company and (B) after Engine’s aggregate beneficial ownership falls below the Minimum Ownership Threshold. |
(e) | Proposal for Declassification of the Board. |
(f) | Additional Agreements. |
(i) | Engine agrees that it will comply, and cause its respective Affiliates and Associates to comply, with the terms of this Agreement and shall be responsible for any breach of this Agreement by any such Affiliate or Associate. As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meaning set forth in Rule 12b-2 promulgated by the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement. |
(ii) | During the Standstill Period, Engine agrees that it will (A) be present for quorum purposes at the 2020 Annual Meeting and (B) vote or cause to be voted all shares of the Company Common Stock beneficially owned, or deemed to be beneficially owned (as determined under Rule 13d-3 promulgated under the Exchange Act), and entitled to vote as of the record date, by Engine: |
(1) | in favor of the slate of directors recommended by the Board consistent with the terms of this Agreement; |
(2) | against the removal of any of the Company’s directors at the 2020 Annual Meeting; and |
(3) | in accordance with the Board’s recommendation with respect to any other matter brought to a vote of the Company’s stockholders during the Standstill Period (including all stockholder proposals under Rule 14a-8 promulgated under the Exchange Act) unless Institutional Shareholder Services Inc. (“ISS”) and Glass Lewis & Co., LLC (“Glass Lewis”) have recommended otherwise with respect to such matter, in which case, Engine shall be permitted to vote in accordance with ISS’s and Glass Lewis’ recommendation; |
(iii) | Prior to the date hereof, the New Director has delivered to the Company (A) a fully completed copy of the Company’s standard director and officer questionnaire and other reasonable and customary director onboarding documentation required by the Company, and provided all other information as reasonably required by the Company to determine the eligibility of the New Director to serve as a director of the Company and the qualifications |
(iv) | If, in the exercise of its fiduciary duties and after consulting with its legal counsel, the Board or any committee of the Board determine in good faith that the New Director has a conflict of interest or an appearance of a conflict of interest (it being understood that Engine’s ownership of Company Common Stock will not, in and of itself, be an appearance of or an actual conflict of interest) with respect to (A) a matter concerning Engine or this Agreement, (B) any action taken in response to actions taken or proposed by Engine or its Affiliates with respect to the Company and (C) any proposed bilateral transaction between the Company and Engine or its Affiliates that is not otherwise restricted by this Agreement, then the Board may, by majority vote of the members of the Board (but excluding the New Director), recuse the New Director from any committee meeting (including the Cost Committee and Compensation Committee) or the portion of any Board meeting at which any such committee or the Board is discussing such matter that is related to the conflict of interest, and the Company may withhold from the New Director any Board or committee material distributed to the directors in connection with such recusal. |
2. | Standstill Provisions. |
(a) | The standstill period (the “Standstill Period”) begins on the date of this Agreement and shall extend until the earlier of (x) thirty (30) days prior to the Company’s advance notice deadline for stockholder nominations of directors for the 2021 Annual Meeting and (y) one hundred twenty (120) days prior to the first anniversary of the 2020 Annual Meeting. Engine agrees that during the Standstill Period, neither Engine nor any of its Affiliates will, and Engine will cause each of its Affiliates not to, directly or indirectly, in any manner, alone or in concert with others, without prior written consent, invitation, approval or authorization of the Board or except as otherwise provided for in this Agreement: |
(i) | acquire, or offer, seek or agree to acquire, by purchase or otherwise, or direct any third party in the acquisition of, any Company Common Stock or any securities convertible or exchangeable into or exercisable for Company Common Stock (collectively, “Company Securities”) or assets of the Company, or rights or options to acquire any Company Securities, or engage in any swap instrument or derivative hedging transactions or other derivative agreements of any nature with respect to Company Securities; provided Engine and its Affiliates may acquire beneficial ownership or economic exposure in the aggregate not exceeding nine and nine tenths percent (9.9%) of the Company’s outstanding Company Common Stock; |
(ii) | make, participate in or propose any tender or exchange offer for any Company Securities or any merger, consolidation, acquisition, business combination, recapitalization, restructuring, liquidation, dissolution or other similar extraordinary transaction involving |
(iii) | make any private proposal, alone or in concert with others, that would reasonably be expected to require the Company or Engine to make public disclosure (of any kind); |
(iv) | engage in a “solicitation” of “proxies” (as such terms are defined under the Exchange Act), votes or written consents of stockholders or security holders with respect to, or from the holders of, Company Securities (including a “withhold” or similar campaign), for any purpose, including, without limitation, the election or appointment of individuals to the Board or to approve or vote in favor or against stockholder proposals, resolutions or motions, or become a “participant” (as such term is defined in Instruction 3 to Item 4 of Schedule 14A promulgated under the Exchange Act) in any contested “solicitation” of proxies, votes or written consents for any purpose, including, without limitation, the election or appointment of directors with respect to the Company (as such terms are defined under the Exchange Act) (other than a “solicitation” or acting as a “participant” in support of the nominees of the Board at any stockholder meeting or providing such encouragement, advice or influence that is consistent with either the Board’s or Company management’s recommendation in connection with such director nominees or other proposals, resolutions or motions, pursuant to this Agreement or otherwise); |
(v) | except as specifically set forth in this Agreement, seek any additional representation on the Board, seek the removal of any member of the Board or encourage any person to submit nominees in furtherance of a contested election; |
(vi) | make any request for a stockholder list of materials or any other books and records of the Company under Section 220 of the Delaware General Corporation Law or otherwise; |
(vii) | except as specifically set forth in this Agreement, present at any annual meeting or any special meeting of the Company’s stockholders or through action by written consent any proposal, resolution or motion for consideration for action by stockholders or seek to call any meeting of stockholders of the Company; |
(viii) | grant any proxy, consent or other authority to vote with respect to any matters (other than to the named proxies included in the Company’s proxy card for any annual meeting or special meeting of stockholders or to Engine’s Affiliates, who are subject to the restrictions set forth in this Section 2, or as otherwise permitted by Section 1(f)(ii) above) inconsistent with the terms of this Agreement or deposit any Company Securities in a voting trust or subject them to a voting agreement or other arrangement of similar effect with respect to any annual or special meeting or action by written consent (excluding customary brokerage accounts, margin accounts, prime brokerage accounts, swap agreements and the like, and any arrangements solely among members of Engine); |
(ix) | except as specifically set forth in this Agreement, make any public disclosure, announcement, statement, proposal, plan or request with respect to: (A) controlling, changing or influencing the Board or management of the Company, including any plans or proposals relating to any change in the number or term of directors or the filling of any vacancies on the Board, (B) any material change in the capitalization, stock repurchase programs and practices, capital allocation programs and practices or dividend policy of the Company, (C) any other material change in the Company’s management, compensation, business, corporate or governance structure, (D) any waiver, amendment or modification to the Company’s Restated Certificate of Incorporation (as may be amended from time to time, the “Certificate of Incorporation”) or the Company’s Amended and Restated Bylaws, |
(x) | form, join or act in concert with any person, partnership, limited partnership, syndicate or other group, including a “group” as defined pursuant to Section 13(d) of the Exchange Act with respect to any Company Securities, other than solely with Affiliates (that are not portfolio companies) of Engine with respect to the Company Securities now or hereafter owned by them; |
(xi) | make any public disclosure, announcement, plan or request involving the Company, its management, business, policies or the Board; provided that Engine may file with the SEC amendments to its Schedule 13D with respect to any Item other than Item 4 thereof; |
(xii) | make any request or submit any proposal to amend or waive the terms of this Agreement, which could reasonably be expected to require a public announcement or disclosure of such a request or proposal; provided that Engine may make confidential requests to the Board to amend, modify or waive any provision of this Agreement, which the Board may accept or reject in its sole and absolute discretion, so long as any such request is not publicly disclosed by Engine and is made by Engine in a manner that would not reasonably be expected to require the public disclosure thereof by the Company, Engine or any other person; or |
(xiii) | enter into any agreements or understandings (whether written or oral) with any third party to take any action with respect to any of the foregoing, or facilitate, knowingly assist, finance, knowingly encourage or seek to persuade any third party to take any action Engine is prohibited from taking pursuant to this Section 2. |
(b) | Notwithstanding the restrictions in this Section 2, nothing in this Agreement will be deemed to prevent Engine from (i) communicating privately with the Board or any of the Company’s senior officers regarding any matter, so long as such communications are not intended to, and would not reasonably be expected to, require the Company or Engine to make public disclosure (of any kind) with respect thereto, (ii) communicating privately with stockholders of the Company and others in a manner that does not otherwise violate this Section 2 or (iii) taking any action necessary to comply with any law, rule or regulation or any action required by any governmental or regulatory authority or stock exchange that has, or may have, jurisdiction over Engine. |
(c) | For the avoidance of doubt, nothing in this Agreement will be deemed to restrict in any way the New Director or any Replacement Director in the exercise of his or her fiduciary duties to the Company or its stockholders. |
(d) | Prior to the appointment of the New Director to the Board, Engine will take down, remove and make inaccessible all websites and web content related to the Company, its business or any of its directors and officers created by Engine or at the direction of Engine (“PDL Content”), including the website www.maximizevaluepdli.com, and Engine will not create or make available to the public any PDL Content during the Standstill Period. |
3. | Representations and Warranties of the Company. |
4. | Representations and Warranties of Engine. |
5. | No Litigation. |
6. | Termination. |
(a) | the end of the Standstill Period; |
(b) | delivery of written notice by one Party to the other Party of a material breach of this Agreement by the breaching Party that is uncured after being provided a reasonable opportunity to cure such breach; or |
(c) | such other date as established by mutual written agreement of the Parties; |
7. | Specific Performance. |
8. | Severability. |
9. | Notices. |
If to the Company: | PDL BioPharma, Inc. |
932 Southwood Boulevard | |
Incline Village, NV 89451 | |
Attention: General Counsel | |
Email: general.counsel@pdl.com |
With a copy (which shall not constitute notice) to: | Skadden, Arps, Slate, Meagher & Flom LLP |
4 Times Square | |
New York, NY 10036 | |
Attention: Richard J. Grossman | |
Email: Richard.Grossman@skadden.com |
If to Engine: | Engine Capital, L.P. |
1345 Avenue of the Americas, 33rd Floor | |
New York, New York 10105 | |
Attention: Arnaud Ajdler | |
Email: aajdler@enginecap.com |
With a copy (which shall not constitute notice) to: | Olshan Frome Wolosky LLP |
1325 Avenue of the Americas | |
New York, NY 10019 | |
Attention: Andrew M. Freedman | |
Ryan Nebel | |
Email: AFreedman@olshanlaw.com | |
RNebel@olshanlaw.com |
10. | Governing Law; Jurisdiction. |
11. | Counterparts. |
12. | Mutual Non-Disparagement. |
13. | Company Policies. |
14. | Public Announcements. |
15. | Expense Reimbursement. |
16. | Entire Agreement; Amendment and Waiver; Successors and Assigns. |
PDL BIOPHARMA, INC. | |||
By: | /s/ Dominique Monnet | ||
Name: | Dominique Monnet | ||
Title: | President and Chief Executive Officer |
ENGINE CAPITAL, L.P. | |||
By: Engine Investments, LLC, General Partner | |||
By: | /s/ Arnaud Ajdler | ||
Name: | Arnaud Ajdler | ||
Title: | Managing Member |
ENGINE JET CAPITAL, L.P. | |||
By: Engine Investments, LLC, General Partner | |||
By: | /s/ Arnaud Ajdler | ||
Name: | Arnaud Ajdler | ||
Title: | Managing Member |
ENGINE AIRFLOW CAPITAL, L.P. | |||
By: Engine Investments II, LLC, General Partner | |||
By: | /s/ Arnaud Ajdler | ||
Name: | Arnaud Ajdler | ||
Title: | Managing Member |
ENGINE CAPITAL MANAGEMENT, LP | |||
By: Engine Capital Management GP, LLC, General Partner | |||
By: | /s/ Arnaud Ajdler | ||
Name: | Arnaud Ajdler | ||
Title: | Managing Member |
ENGINE CAPITAL MANAGEMENT GP, LLC | |||
By: | /s/ Arnaud Ajdler | ||
Name: | |||
Title: | Managing Member |
ENGINE INVESTMENTS, LLC | |||
By: | /s/ Arnaud Ajdler | ||
Name: | |||
Title: | Managing Member |
ENGINE INVESTMENTS II, LLC | |||
By: | /s/ Arnaud Ajdler | ||
Name: | |||
Title: | Managing Member |
/s/ Arnaud Ajdler | |
ARNAUD AJDLER |
G)E
M4WI.5&-Z:V,Y9"(_/B \>#IX;7!M971A('AM;&YS.G@](F%D;V)E.FYS.FUE
M=&$O(B!X.GAM<'1K/2)!9&]B92!835 @0V]R92 U+C M8S V," V,2XQ,S0W
M-S D!
M\@'Z @,"# (4 AT")@(O C@"00)+ E0"70)G G$">@*$ HX"F *B JP"M@+!
M LL"U0+@ NL"]0, PL#%@,A RT#. -# T\#6@-F W(#?@.* Y8#H@.N [H#
MQP/3 ^ #[ /Y! 8$$P0@!"T$.P1(!%4$8P1Q!'X$C 2:!*@$M@3$!-,$X03P
M!/X%#044%]@8&!A8&)P8W!D@&
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M',P<]1T>'4<=:AZ4'KX>Z1\3'SX?:1^4'[\?ZB 5($$@
M;""8(,0@\"$<(4@A=2&A( &YXS'DJ>8EYYWI&
M>J5[!'MC>\)\(7R!?.%]07VA?@%^8G["?R-_A'_E@$> J($*@6N!S8(P@I*"
M](-7@[J$'82 A..%1X6KA@Z& XV"]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?
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MO=>]^Z]U[W[KW7O?NO=>]^Z]U4]_/5Q.=S7\GW^8C1[\1_XQ"U5< A98C\$J>JN/S5@R-1E8#JCR5SAM//7+FW\
MR;/)_B\RT9"06BD'QQ/Z,A_)E*NM5923)^PIT*^O>_=>Z][]U[KWOW7NO>_=
M>Z][]U[KWOW7NO>_=>Z^9Q_,Q_[>#?,G_P 6([/_ />FKO?6?VE_Z=ER)_TJ
M[?\ ZMCKDY[L?]/,YZ_Z6EQ_U1'/]^Z]U] C^7]_
M+^^$78'PB^*V]][_ !6Z-W5N_=71O7F
N.G,G_ "L6_P#_ #VS_P#5UN@E
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MU3#,H_#(E0#2ITL*.E3I85-05SQR!RU[@[2VU'Q^X-M[APU5'6XK-87+4L=;CLE05<):.>EJZ6971A
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M&Z?\E/^:\G_'SUL+_RAO\ LFS>_P#XG'
N.G,G_ "L6_P#_ #VS_P#5UN@E]G?1
M+U[W[KW7O?NO=>]^Z]U]4_H'_F1'2G_B).N/_>.PWOC?S+_RL>__ //;/_U=
M;KL5RU_RKFP?\\4'_5I>A;]DO1WU[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z
M]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O?NO=>]^Z]U[W[KW7O
M?NO=>]^Z]U[W[KW7O?NO=>]^Z]U27_/)^"E+\K_BSDNT-G8=)^[?CGCLSO;;
M