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Proxy Governance, a proxy advisory firm, has recommended that Avigen Inc (NASDAQ:AVGN) shareholders vote to remove the board of AVGN and elect  Biotechnology Value Fund’s (BVF) slate of director nominees at the special meeting of stockholders to be held on March 27, 2009.

We’ve been following AVGN (see archived posts here) because it’s a net cash stock (i.e. it’s trading at less than the value of its cash after deducting all liabilities) and specialist biotechnology investor BVF has been pushing it to liquidate and return its cash to shareholders. MediciNova Inc (NASDAQ:MNOV) has made an offer for AVGN that we think represents a clever way for AVGN’s stockholders to receive cash equivalent to that which they would receive in a liquidation (less $7M to be paid to MNOV) with the possibility for “an extraordinary, uncapped return” if MNOV is successful post-merger. The stock is up 72.3% from $0.65 to close at $1.12 yesterday. We estimate AVGN’s net cash value to be $37M or $1.24 per share (BVF estimates $1.20 per share). The net cash estimate does not take into account AVGN’s AV411 assets and program, which could be worth considerably more, perhaps as much as $5M to $20M or between $0.15 or $0.60 per share.

The text of BVF’s press release is set out below:

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.”

[Full Disclosure:  We have a holding in AVGN. This is neither a recommendation to buy or sell any securities. All information provided believed to be reliable and presented for information purposes only. Do your own research before investing in any security.]