Leading
Advisory Firm, PROXY Governance, Recommends
Avigen
Shareholders Vote on GOLD Card to Remove Incumbent
Directors
and Elect BVF’s Stockholder-Oriented Nominees
Monday
March 23, 2009, 8:00 am EDT
NEW YORK,
March 23 /PRNewswire/ -- Biotechnology Value Fund, L.P. (“BVF”) today announced
that PROXY Governance, widely recognized as a leading independent proxy advisory
firm, has recommended that shareholders vote for all BVF Proposals on the GOLD
proxy card for the special meeting of Avigen, Inc. (Nasdaq: AVGN - News) to be
held on March 27, 2009.
In its
report PROXY Governance notes, “Under ordinary circumstances we believe the
dissidents (BVF) must clear a high bar to justify a change in control of the
board, and a still higher bar to remove a sitting CEO from the board. Given that
the company is now in hibernation mode and a sale or liquidation is imminent,
however - and the strong argument the dissidents have presented that
shareholders face substantial risk if the board will not guarantee downside
protection for their liquidity option - we believe shareholders would be best
served by replacing the incumbent board with the dissident slate of
nominees.”
The
report further notes, “that shareholders best interests are better served by the
dissidents. We take the dissidents at their word that they would pursue the best
offer which guaranteed the liquidity downside because - as a fund with a clear
fiduciary obligation to its investors, and no economic relationship with
MediciNova - their interests are clearly aligned with all other shareholders in
the pursuit of that goal.”
Mark
Lampert, BVF Partner, stated, “We are gratified that PROXY Governance, a leader
among the proxy advisory services, after thoughtful and insightful analysis, has
recommended Avigen stockholders support our efforts to remove the current Board
of Directors and replace them with our stockholder-oriented director nominees.
We once again urge all stockholders to vote the GOLD proxy card for all BVF
Proposals today.”
RiskMetrics
Group, another leading independent proxy advisory service stated in their
report, “the underperformance to peer indexes, positive market reaction to
dissident involvement, the reactive nature of the company, governance concerns
and the likely diverging incentive and risk tolerance of management and other
shareholders such as BVF, we believe some change is needed and the board could
benefit from greater shareholder representation.” Mr. Lampert commented, “While
we disagree with RiskMetrics’ reluctance to recommend replacing the full Avigen
Board, we do agree with the report’s description of the Board’s many failings.
We encourage all shareholders to read these independent reports
carefully.”