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UPDATE 2-Elliott backs Actelion plan to bring in ex-GSK CEO

Published 04/14/2011, 04:44 AM
Updated 04/14/2011, 04:48 AM
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* Fund backs Actelion's nominations of Garnier, Bertolini

* Still wants its six nominees appointed as well

* Shannon remains Elliott's proposal for chairman-designate

(Adds Elliott spokesman, background)

By Ben Hirschler

LONDON, April 14 (Reuters) - Dissident shareholder Elliott Advisors offered a partial olive branch to Swiss biotech group Actelion on Thursday by supporting its nomination of two new board members, calling it a step in the right direction.

But the hedge fund, Actelion's largest investor, said bringing in former GlaxoSmithKline CEO Jean-Pierre Garnier -- who Actelion wants as chairman-designate -- and ex-Schering-Plough finance head Robert Bertolini was not enough.

Combining its own proposed six independent directors, plus Garnier and Bertolini, would "create an appropriately qualified, energised and truly independent board", Elliott said in a statement.

Elliott, which holds nearly 6 percent of the $7.5 billion company, has urged Actelion to consider putting itself up for sale after a spate of product setbacks last year.

It has put forward of slate of six drug industry and M&A experts, including former Novartis veteran James Shannon, who it wants to chair Actelion. A spokesman said Shannon remained Elliott's proposal for chairman-designate, despite its support for Garnier joining the board.

The battle will come to a head when shareholders vote on the nominations at the annual general meeting on May 5. Elliott urged shareholders to back removing the existing restriction on the maximum size of the board in order to create adequate openings for new directors.

The hedge fund has a track record of activism and pushing for radical change at a range of companies. It has accused Actelion, under the leadership of founder and Chief Executive Jean-Paul Clozel, of running a high-risk strategy.

"Actelion`s runaway cost structure, which is linked to an unfocused and to date unsuccessful R&D strategy, lacks effective management oversight and is destroying value for all stakeholders," it said.

Actelion, which has hired Goldman Sachs and Credit Suisse to advise it, has for a long time insisted it wants to stay independent -- but it has recently suggested it might consider selling up at some stage.

Current Chairman Robert Cawthorn told Reuters on Wednesday the board would consider a bid for the company at the right price, although selling now would not be in the interest of shareholders.

Actelion shares were 0.3 percent higher at 0825 GMT. (Editing by Will Waterman and Mike Nesbit)

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