UPDATE 1-Icahn files suit to gain access to Biogen records

Tue Apr 8, 2008 11:18pm EDT

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(Updates with comment from Biogen)

By Toni Clarke

BOSTON, April 8 (Reuters) - Billionaire investor Carl Icahn filed suit on Tuesday to force biotechnology company Biogen Idec Inc (BIIB.O) to hand over records related to the company's recent failed attempt to sell itself.

In a complaint filed in Delaware Chancery Court, Icahn demanded the right to inspect documents and board meeting minutes to determine what the board of directors knew about the sale process, which Icahn claims Biogen deliberately sabotaged.

According to the complaint, Icahn and his associates are demanding the documents in order to alert shareholders to any non-confidential information they discover about the performance of the board.

Naomi Aoki, a spokeswoman for Biogen, said the company does not consider the request valid.

"We think his request is another in a series of manipulative tactics to advance his single-minded agenda to force a sale of the company," she said. "This time he is using the request to continue to propagate his wild conspiracy theories."

Cambridge, Massachusetts-based Biogen is one of the world's biggest biotechnology companies and maker of the multiple sclerosis drugs Avonex and Tysabri.

Icahn believes, and reiterated in his complaint, that Biogen sabotaged the sale by making it prohibitively difficult for potential buyers to talk to Biogen's partners Elan Corp Plc ELN.I of Ireland, with which it markets Tysabri, and biotechnology company Genentech Inc DNA.N, with which it markets the cancer drug Rituxan.

"This in turn prevented any potential bidders from learning where Biogen's third-party partners stood on exercising change-of-control options on key Biogen drugs," Icahn said in the complaint.

He is seeking three seats on its board of directors at the company's 2008 annual meeting, for which the date has not yet been set, and says the information will help Biogen shareholders decide whether existing directors should stay in their posts.

That by itself is reason enough not to give him the material, Aoki said.

"He is asking for the documents to make them public as part of the proxy process, so we don't consider that a proper purpose as defined by the law," she said.

Biogen shares rose 2 percent on Tuesday to $65.12, bucking a weaker broader market. The stock has gained more than 7 percent in the last three months. (Reporting by Toni Clarke; Editing by Gary Hill and Anshuman Daga)

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