Transaction Valuation* | Amount Of Filing Fee** | |
$2,765,094,311.05 | $84,888.40 |
* | Estimated solely for purposes of calculating the filing fee pursuant to Rules 0-11 under the Securities Exchange Act of 1934, as amended, based on the product of (x) $48.85, the average of the high and low sale prices of common shares on the NASDAQ Global Select Market on May 25, 2007 and (y) 56,603,773, the maximum number of shares that will be purchased in the tender offer described in this Schedule TO. | |
** | The fee is calculated as .00307% of the transaction value. |
þ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
o | third-party tender offer subject to Rule 14d-1. | ||
þ | issuer tender offer subject to Rule 13e-4. | ||
o | going-private transaction subject to Rule 13e-3. | ||
o | amendment to Schedule 13D under Rule 13d-2. |
-1-
EXHIBIT NUMBER |
DOCUMENT | |
(a)(5)(B)
|
Press Release issued by Biogen Idec Inc. on July 2, 2007, filed herewith. |
-2-
BIOGEN IDEC INC. |
||||
Dated: July 2, 2007 | By: | /s/ Susan H. Alexander | ||
Name: | Susan H. Alexander | |||
Title: | Executive Vice President, General Counsel and Secretary | |||
-3-
EXHIBIT NUMBER | DOCUMENT | |
(a)(1)(A)
|
Offer to Purchase dated May 30, 2007.* | |
(a)(1)(B)
|
Form of Letter of Transmittal.* | |
(a)(1)(C)
|
Form of Notice of Guaranteed Delivery.* | |
(a)(1)(D)
|
Form of Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.* | |
(a)(1)(E)
|
Form of Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.* | |
(a)(1)(F)
|
Press Release issued on May 29, 2007.* | |
(a)(1)(G)
|
Form of Summary Advertisement.* | |
(a)(5)(A)
|
Press Release issued on June 27, 2007.** | |
(a)(5)(B)
|
Press Release issued on July 2, 2007, filed herewith. | |
(b)
|
Term loan commitment letter, dated May 29, 2007, among the Company, Merrill Lynch Capital Corporation and Goldman Sachs Credit Partners L.P.* | |
(d)(1)
|
Amended and Restated Certificate of Incorporation, previously filed as Exhibit 3.1 to the Companys Annual Report on Form 10-K, File No. 0-19311, for the year ended December 31, 2003, filed March 10, 2004 and incorporated herein by reference. | |
(d)(2)
|
Amended and Restated Rights Agreement dated as of July 26, 2001 between us and Mellon Investor Services LLC, previously filed as Exhibit 4.1 to the Companys Registration Statement on Form 8-A, File No. 0-19311, dated July 27, 2001, and incorporated herein by reference. | |
(d)(3)
|
Amendment No. 1 to Amended and Restated Rights Agreement dated as of June 23, 2003 between us and Mellon Investor Services LLC, previously filed as Exhibit 4.1 to the Companys Current Report on Form 8-K, File No. 0-19311, dated June 23, 2003, and incorporated herein by reference. | |
(d)(4)
|
IDEC Pharmaceuticals Corporation 1988 Stock Option Plan, as amended and restated through February 19, 2003, previously filed as Appendix A to the Companys Definitive Proxy Statement on Schedule 14A, File No. 0-19311, filed on April 11, 2003 and incorporated herein by reference. | |
(d)(5)
|
1993 Non-Employee Directors Stock Option Plan, as amended and restated through February 19, 2003, previously filed as Appendix B to the Companys Definitive Proxy Statement on Schedule 14A, File No. 0-19311, filed on April 11, 2003 and incorporated herein by reference. | |
(d)(6)
|
2003 Omnibus Equity Plan, previously filed as Exhibit 10.73 to the Companys Current Report on Form 8-K, File No. 0-19311, dated November 12, 2003, and incorporated herein by reference. | |
(d)(7)
|
2003 Performance Based Management Incentive Plan, previously filed as Exhibit 10.74 to the Companys Current Report on Form 8-K, File No. 0-19311, dated November 12, 2003, and incorporated herein by reference. | |
(d)(8)
|
Biogen, Inc. 1985 Non-Qualified Stock Option Plan (as amended and restated through February 7, 2003), previously filed as Exhibit 10.21 to the Companys Annual Report on Form 10-K, File No. 0-12042, for the year ended December 31, 2002, filed March 14, 2003, and incorporated herein by reference. |
-4-
EXHIBIT NUMBER | DOCUMENT | |
(d)(9)
|
Biogen, Inc. 1987 Scientific Board Stock Option Plan (as amended and restated through February 7, 2003), previously filed as Exhibit 10.22 to the Companys Annual Report on Form 10-K, File No. 0-12042, for the year ended December 31, 2002, filed March 14, 2003, and incorporated herein by reference. | |
(d)(10)
|
Employment Agreement between us and James C Mullen, dated June 20, 2003, previously filed as Exhibit 10.2 to the Companys Registration Statement on Form S-4, File No. 333-107098, filed July 16, 2003, and incorporated herein by reference. | |
(d)(11)
|
First Amendment to Employment Agreement between the Company and James C. Mullen, dated February 7, 2006, previously filed as Exhibit 10.1 to the Companys Current Report on Form 8-K, File No. 0-19311, filed February 10, 2006, and incorporated herein by reference. | |
(d)(12)
|
Employment Agreement between us and William H. Rastetter, dated June 20, 2003, previously filed as Exhibit 10.1 to the Companys Registration Statement on Form S-4, File No. 333-107098, filed July 16, 2003, and incorporated herein by reference. | |
(d)(13)
|
Form of letter agreement regarding employment arrangement between us and our Executive Vice Presidents and Senior Vice Presidents, previously filed as Exhibit 10.45 to the Companys Annual Report on Form 10-K, File No. 0-19311, for the year ended December 31, 2003, filed March 10, 2004, and incorporated herein by reference. | |
(d)(14)
|
Letter agreement regarding employment arrangement of Peter N. Kellogg, dated June 21, 2000, previously filed as Exhibit 10.43 to the Companys Annual Report on Form 10-K, File No. 0-12042, for the year ended December 31, 2001, filed March 29, 2002, and incorporated herein by reference. | |
(d)(15)
|
Amendment to the IDEC Pharmaceuticals Corporation 1988 Stock Option Plan, as amended and restated through February 19, 2003, previously, filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q, File No. 0-19311, for the quarter ended June 30, 2004, filed August 9, 2004, and incorporated herein by reference. | |
(d)(16)
|
Amendment to Biogen Idec Inc. Executive Severance Policy Senior/Executive Vice Presidents, previously, filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q, File No. 0-19311, for the quarter ended June 30, 2004, filed August 9, 2004, and incorporated herein by reference. | |
(d)(17)
|
2005 Omnibus Equity Plan, previously filed as Appendix A to the Companys Definitive Proxy Statement on Schedule 14A, File No. 0-19311, filed on April 15, 2005, and incorporated herein by reference. | |
(d)(18)
|
1995 Employee Stock Purchase Plan, previously filed as Appendix B to the Companys Definitive Proxy Statement on Schedule 14A, File No. 0-19311, filed on April 15, 2005, and incorporated herein by reference. | |
(d)(19)
|
Form of Grant Notice (Restricted Stock Units) September 2005 RSU Grant, previously filed as Exhibit 10.1 to the Companys Current Report on Form 8-K, File No. 0-19311, filed September 15, 2005, and incorporated herein by reference. | |
(d)(20)
|
Amendment to the 2003 Omnibus Equity Plan, previously filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q, File No.0-19311, for the quarter ended March 31, 2005, filed April 29, 2005, and incorporated herein by reference. | |
(d)(21)
|
Letter regarding relocation arrangement for Mark C. Wiggins, dated September 2, 2004, previously filed as Exhibit 10.52 to the Companys Annual Report on Form 10-K, File No. 0-19311, for the year ended December 31, 2005, filed March 3, 2006, and incorporated herein by reference. |
-5-
EXHIBIT NUMBER | DOCUMENT | |
(d)(22)
|
Letter regarding employment arrangement of Cecil B. Pickett, dated June 21, 2006, previously filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q, File No. 0-19311, for the quarter ended September 30, 2006, filed November 9, 2006, and incorporated herein by reference. | |
(d)(23)
|
2006 Non-Employee Directors Equity Plan, previously filed as Appendix A to the Companys Definitive Proxy Statement on Schedule 14A, File No. 0-19311, dated April 14, 2006, and incorporated herein by reference. | |
(d)(24)
|
Amendment No. 1 to the 2006 Non-Employee Directors Equity Plan, previously filed as Exhibit 10.57 to the Companys Annual Report on Form 10-K, File No. 0-19311, for the year ended December 31, 2006, filed February 21, 2007, and incorporated herein by reference. | |
(d)(25)
|
Amendment dated April 4, 2006, to 2005 Omnibus Equity Plan, previously filed as Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q, File No. 0-19311, for the quarter ended March 31, 2007, filed May 3, 2007, and incorporated herein by reference. | |
(d)(26)
|
Amendment dated February 12, 2007, to 2005 Omnibus Equity Plan, previously filed as Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q, File No. 0-19311, for the quarter ended March 31, 2007, filed May 3, 2007, and incorporated herein by reference. |
* | Previously filed as an exhibit to the Schedule TO filed with the SEC on May 30, 2007. | |
** | Previously filed as an exhibit to the Schedule TO Amendment No. 2 filed with the SEC on June 27, 2007. |
-6-