UPDATE 4-Actelion taps ex GSK boss as chairman-designate
* First GSK CEO, ex Schering-Plough CFO nominated for board
* Actelion strategy under fire from largest shareholder
* Elliott Advisors holds nearly 6 pct stake in Actelion
* Elliott says move doesn't change fundamental problems
* Actelion AGM on May 5; shares fall 1.9 percent
(Updates shares, adds comment from Elliott board nominees)
By Katie Reid
ZURICH, April 6 (Reuters) - Actelion (ATLN.VX) has nominated GlaxoSmithKline's former boss and a second industry veteran to join the board at its May 5 annual meeting as it resists calls from hedge fund Elliott Advisors to consider selling up.
Elliott said the move did not get to the root of Actelion's problems.
The Swiss biotech group has come under fire from Elliott, its largest shareholder, for eroding shareholder value and the New York-based fund has urged Actelion to consider putting itself up for sale after a spate of product setbacks last year.
Elliott, which holds nearly 6 percent of the $7.5 billion group, has proposed its own six new board members to the Actelion board and called for chief executive Jean-Paul Clozel and chairman Robert Cawthorn to step down from the board.
Actelion struck back on Wednesday by proposing Jean-Pierre Garnier, GlaxoSmithKline's (GSK.L) first CEO, and Robert Bertolini, the former chief financial officer of Schering-Plough, to join its board.
If elected, Garnier would share the position of vice chairman with Joseph Scodari with a view to ultimately succeeding Cawthorn, when his term ends next year.
"The move is clearly designed to neutralise the campaign by Elliott by showing that the company is taking action. Attacks against the 'weak chairman' will now be somewhat off-target," said Kepler Capital Markets analyst Tero Weckroth.
"However, we continue to believe that a vote in favour of the current board cannot be taken for granted. For investors, the risk-reward profile of Actelion shares remains attractive," he added. <^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^ For Breakingviews on Actelion, click on [ID:nLDE7350KZ] ^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^^>
Elliott's proposed board members said in a statement that Actelion's move failed to address the corporate governance issues they are criticising.
"Maintaining the current board with two new additions will not change the fundamental problems of lack of oversight. Furthermore, it endorses the existing high-risk strategy including the acceptance of runaway costs and R&D failures," the Elliott nominees said.
Clozel was quoted as saying in an interview on Tuesday that the group would not cling to independence if this did not generate shareholder value. [ID:nLDE734143]
Garnier led GlaxoSmithKline when it struck a deal with Actelion to develop insomnia drug almorexant, which the two companies later had to drop due to safety issues.[ID:nLDE70R03Q]
"(Garnier) made the integration of GlaxoWellcome and SmithKline Beecham a true success, creating the world's second largest pharmaceutical group at the time," Cawthorn said in a statement.
Bertolini has also held various senior management and board director roles for more than 20 at pharmaceutical and biotechnology companies.
"We believe that both nominees are uniquely qualified to help Actelion realise the value inherent in its business as the company advances its well-balanced, late-stage pipeline and enters the next phase of its development," Cawthorn said.
Actelion shares were trading 1.9 percent lower at 1515 GMT, underperforming a near flat European healthcare index. .SXDP (Reporting by Katie Reid; editing by Ben Hirschler)
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