PDL BioPharma (PDLI) Enters into Cooperation Agreement with Engine Capital

PDL BioPharma, Inc. ("PDL" or the "Company") (Nasdaq: PDLI) today announced it has entered into a cooperation agreement with Engine Capital Management LP (together with its affiliates, "Engine"), which owns approximately 5.5% of the Company's outstanding shares, pursuant to which Alan L. Bazaar will immediately join PDL's Board of Directors as a Class III director serving until the Company's 2022 Annual Meeting of Stockholders. PDL has also agreed to form a Cost Committee of the Board, chaired by Mr. Bazaar, to oversee cost reduction initiatives and will present a proposal to declassify the Board at the 2020 Annual Meeting. Following the 2020 Annual Meeting, Mr. Bazaar will be appointed to the Compensation Committee of the Board, and PDL's Board will be comprised of seven directors, five of whom are independent. At that time, the Company will have refreshed five of the seven seats on the Board since June 2018.

"We are pleased to welcome Alan to PDL's Board," said Elizabeth O'Farrell, Chairperson of PDL. "Alan has significant experience serving as a director at companies that have undergone successful sale processes. We believe this experience will benefit PDL and its stockholders as we continue to work expeditiously to monetize our assets and return net proceeds to stockholders."

"I am excited to join PDL's Board at this important juncture and believe there are significant opportunities to realize value," said Mr. Bazaar. "I look forward to collaborating with my fellow directors and the management team as we work to maximize the value of PDL's assets for the benefit of all stockholders."

Mr. Bazaar, 49, is currently Chief Executive Officer of Hollow Brook Wealth Management and Chairman of the board of Wireless Telecom Group, Inc. Previously, he has served as a director at Hudson Global, Inc., Sparton Corporation until the completion of its sale to Cerberus Capital Management, LoJack Corporation until the completion of its sale to CalAamp, and NTS, Inc. until the completion of its sale to Tower Three Partners. Mr. Bazaar received a BA in history from Bucknell University and an MBA from the Stern School of Business at New York University. He is a Certified Public Accountant (inactive).

Ms. O'Farrell continued, "We believe this agreement with Engine is in the best interests of PDL and our stockholders as it will ensure our continued focus on the execution of our plan to monetize assets and maximize stockholder value."

"We appreciate the constructive engagement we have shared with PDL's Board and management team," said Arnaud Ajdler, Managing Member of Engine. "We are confident in Alan's ability to work effectively with the full Board towards a successful execution of the monetization plan and to ensure maximum value is achieved for stockholders."

Under the terms of the agreement, Engine has agreed to abide by customary standstill and voting provisions until the earlier of 30 days prior to the deadline for stockholder nominations of directors for the 2021 Annual Meeting or 120 days prior to the first anniversary of the 2020 Annual Meeting. The complete agreement between PDL and Engine will be filed on a Form 8-K with the U.S. Securities and Exchange Commission.

Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal counsel to PDL. Olshan Frome Wolosky LLP is serving as legal counsel to Engine.

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