(Updates with comment from Biogen)
By Toni Clarke
BOSTON, April 8 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
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
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
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