- Despite outcome, CEO Mark McDade to resign for personal reasons -
FREMONT, Calif., Aug. 20 /PRNewswire-FirstCall/ -- PDL BioPharma, Inc.
(PDL) (Nasdaq: PDLI) today announced that a three-month internal
investigation of the company's chief executive officer (CEO), Mark McDade,
found no credible evidence of improper personal conduct or breach of
fiduciary duty by McDade to corroborate the various allegations
investigated. The company also announced that McDade, following the
investigation and due to the personal toll created by the unsubstantiated
rumors and related investigation, has decided to step down as CEO and a
member of the board by the end of 2007. The company's board of directors
will initiate a CEO search immediately and has formed a committee of
independent directors to conduct the search. Separately, the board
continues its ongoing corporate strategic review, which has been aided by
Merrill Lynch & Co., and anticipates providing an update in the future.
The Audit Committee of the board conducted an extensive independent
investigation of a number of allegations that have been made publicly
regarding McDade, primarily focused on allegations published in filings
with the Securities and Exchange Commission by one of PDL's stockholders.
The Audit Committee engaged two independent law firms to assist in
conducting the investigation, which included interviews with dozens of
individuals inside and outside PDL, as well as the comprehensive review of
email communications and other documents. Among the findings, the
investigation determined that there was no credible evidence of a conflict
of interest relating to an alleged relationship between McDade and another
officer of the company, that there was no breach of a fiduciary duty by
McDade with respect to an alleged offer or purported indication of serious
interest from a pharmaceutical company to acquire PDL, and that McDade did
not improperly withhold information from the board with respect to this
alleged offer or indication of interest. Specific to this allegation, the
evidence supported a conclusion that no such offer was ever made, at any
price, by the named pharmaceutical company. In addition, the Audit
Committee determined there was no reasonable basis for conducting an
investigation of other allegations, including allegations of financial
mismanagement with respect to a facilities lease, a transaction that
previously had been reviewed and approved by the board.
"The allegations and public innuendo have been damaging to PDL, to PDL
board members and employees, and to me personally," said McDade. "This
extensive independent investigation should put these allegations to rest.
However, given the personal and professional toll, I have decided to step
down as CEO of PDL, and as a member of the board, by the end of this year.
In the meantime, I will focus my efforts on assisting PDL's board and
management in completing the corporate strategic review we have been
conducting over the past few months with outside advisors, and aiding in
its initial implementation. Prior to my departure, I also plan to fully
support the board to enable a smooth transition to a new CEO. Beyond that,
I hope to have more time to devote to my family while I consider future
pursuits."
"Under Mark's leadership, PDL has built significant stockholder value,
growing revenues ten-fold while evolving the company into a diversified
business with core strength in novel antibody research and development,"
said Chairman of the Board L. Patrick Gage, Ph.D. "We are pleased that Mark
has agreed to remain in the near-term as we commence a search for his
replacement. I look forward to working with him and the broader management
team to ensure a rapid and smooth transition that positions PDL for its
next phase of growth and maximizes stockholder value."
To assist during the transition period until the appointment of a new
CEO, Dr. Gage will assume the role of executive chairman, taking on an
executive leadership role at the company and working with the management
team on behalf of the board. In carrying out this role, Dr. Gage will
consult regularly with the board and with individual board members on
matters based on their specific areas of functional expertise.
Dr. Gage brings more than three decades of research, development,
manufacturing and general management experience in the biopharmaceutical
industry, including various positions in research management during his
more than 18 years with Roche and general management with Genetics
Institute and Wyeth. He has served on PDL's board since early 2003.
PDL BioPharma, Inc. is a biopharmaceutical company focused on
discovering, developing and commercializing innovative therapies for severe
or life-threatening illnesses. For more information, please visit
http://www.pdl.com.
Forward-looking Statements
The information in this press release should be considered accurate
only as of the date of this press release. PDL has no intention of updating
and specifically disclaims any duty to update the information in this press
release for any reason, except as required by law, even as new information
becomes available or other events occur in the future. This press release
contains "forward-looking statements" that are based on current
expectations and assumptions that are subject to risks and uncertainties.
The actual results may differ materially from those in the forward-looking
statements because of various factors, risks and uncertainties. For further
information regarding factors, risks and uncertainties that may cause such
differences, please refer to the filings PDL has made with the Securities
and Exchange Commission, including the "Risk Factors" sections of PDL's
Quarterly and Annual Reports, copies of which may be obtained at the
"Investors" section on PDL's website at http://www.pdl.com. All
forward-looking statements in this press release are qualified in their
entirety by this cautionary statement.
NOTE: PDL BioPharma and the PDL BioPharma logo are considered
trademarks of PDL BioPharma, Inc.
SOURCE PDL BioPharma, Inc.
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Related links:
http://www.pdl.com/
CONTACT:
Ami Knoefler, Corporate & Investor Relations
of PDL BioPharma, Inc., +1-510-284-8851, or +1-510-676-5171
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