The Concerned Shareholders of Biovail Say Their Experience, Track Record
And Plan Reasons To Vote Yellow Proxy
TORONTO, June 14 /CNW/ - The Concerned Shareholders of Biovail
Corporation (NYSE: BVF)(TSX:BVF) today said that Biovail's incumbent board and
management misled ISS/RiskMetrics, formerly the Institutional Shareholder
Services Canada Corp., and expressed confidence that Biovail shareholders
would see through the incumbent board's and management's charades.
"It was United States President Harry S. Truman who said if you can't
convince them, confuse them," said Bruce Brydon, former Biovail CEO and a
Biovail Concerned Shareholders' director nominee. "It appears to us that
Biovail's incumbent management and board succeeded in doing just that with
Mr. Brydon pointed out that ISS/RiskMetrics noted that "the key issue is
which business strategy needs to be implemented to take BVF to the next phase
in its growth."
"ISS/RiskMetrics told us that they didn't have expertise in the
pharmaceutical industry and so we can see how they could have been misled," he
said. "What we do not understand is how they can say that the slate of
nominees and executive leadership team of Biovail have the experience to take
the company to the next phase in its growth."
Mr. Brydon continued: "Mr. Wells, Biovail's current CEO, has no
pharmaceutical management experience. I have 35 years experience in commercial
healthcare and pharmaceuticals. Mr. Wells has no track record in our industry
and Dr. Squires' track record is dismal. As detailed in our proxy circular, we
have a track record of dramatically increasing shareholder value."
Mr. Brydon said that other statements in the ISS/RiskMetrics report just
don't make sense and/or don't track with the facts.
For example, the ISS/RiskMetrics report notes Mr. Melnyk was CEO of
Biovail from December 2001 to October 7, 2004... It states, "His continuing
role as Executive Chair and then non-Executive Chair afforded him considerable
ongoing influence and responsibility for events that transpired until his
complete departure earlier this year" and concludes "it is inappropriate to
hold the current Board and Management solely or substantially responsible for
share price performance... during this time."
"The fact is Dr. Squires was Chief Executive Officer of the company from
2004 until he was removed from that position by the incumbent Board. Chief
Executive Officer means just that. It is the CEO who is 'substantially
responsible' for the management and results of the company including the share
price," he said.
Mr. Brydon said that while The Concerned Shareholders do not believe the
recommendation by ISS/Risk Metrics of the incumbent Biovail Board reflects
these facts or the thorough plan put forward by the Concerned Shareholders
proxy circular, The Concerned Shareholders nominees do agree with a number of
their conclusions, including:
- "We do have some concern with the compensation agreements put in place
for Squires as CEO and subsequently for Wells upon taking that role.
We view guaranteed payments as anathema to good corporate governance."
- "We must also note concerns around the apparent lack of communication
with the FDA in what can only be categorized as a high profile product
- "We believe BVF is clearly in need of change and further conclude that
the key issue for BVF is not the legacy litigation."
"The Concerned Shareholders continue to firmly believe in their proposed
four-point plan intended to enhance shareholder value with a new Board and
Management team will re-invigorate the product pipeline and re-capture the
Company's former entrepreneurial spirit," Mr. Brydon said. "We also believe
that the plan being proposed by Biovail's incumbent board and management will
Mr. Brydon stated that the Concerned Shareholders Nominees further
reiterated their commitment to operate under the highest standards of
corporate governance and not under the control or influence of anyone. "As the
largest shareholder, with the largest financial stake, although he has
repeatedly stated that he will not seek to serve as an officer or a director
of the company, Mr. Melnyk's interests are completely and unequivocally
aligned with those of all shareholders," Mr. Brydon said.
He concluded, "I, along with the other nominees proposed by the Concerned
Shareholders, know what it takes to make Biovail great again. We urge you to
vote in favour of the Concerned Shareholders - vote your YELLOW proxy today."
Note: Permission to quote from the ISS/RiskMetrics report was neither
sought nor obtained.
For further information:
For further information: Canadian Media: Duncan Fulton, (416) 645-3655,
Duncan.email@example.com; US Media: Mike Sitrick, (310) 788-2850,