PDL BioPharma
(NDAQ:PLDI) may face more shareholder scrutiny after activist hedge
fund Third Point blasted L. Patrick Gage's response to their previous
letter and expressed their concerns over the company's "woefully
unsatisfactory" answers to the hedge fund's questions during a
conference call on the same day. Moreover, the hedge fund's continuing
investigation into the company's management and board members have
uncovered more serious issues that must be addressed.
Third Point first contacted the company two weeks ago (
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and demanded that the company (1) terminate Mark McDade's employment as
CEO, (2) add three shareholder representatives to the company's board
and (3) retain an investment bank to explore strategic alternatives.
Moreover, based on their continuing investigation, they now also demand
that the company remove Mr. Gage and Jeanmarie Guenot from their
positions within the company.
Third Point has uncovered several
ethical problems within the company's board and management that must be
addressed in order to ensure that the company can move forward
unencumbered with ineffective and/or detrimental management. These
problems were uncovered during interviews with dozens of ex-employees,
industry peers, industry analysts and former employers of key
management personnel that are being investigated.
The hedge
fund's investigations began with Mr. McDade, who has reportedly
committed several ethical violations by putting his own interests ahead
of the company's interests. Subsequently, the hedge fund discovered
that the circumstances surrounding Jeanmarie's rise up the corporate
ladder are also plagued with ethical violations. These two key
personnel have led to key scientific personnel leaving the company and
an ever-expanding list of expenses. Combined, these factors are
significantly affecting shareholder value.
The company responded
by saying that Third Point's issues with the board and management would
be discussed with the entire board, who would then make a decision on
behalf of shareholders. However, the hedge fund is now concerned that
Mr. McDade and Dr. Gage (the CEO and Chairman) are not accurately
conveying the hedge fund's concerns to the board; rather, they are
helping eachother remain in power by hiding the story from the other
half of the board.
Third Point contends that these issues can
only be solved by ridding the board and management personnel that are
causing the problems, strengthening the board with additional
shareholder representation and hiring an investment bank to help the
company explore strategic alternatives to assist shareholders in
unlocking the value concealed for so long by management. Whether or not
this materializes remains to be seen, but this fight is definitely one
to
keep an eye on!
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