Carl Icahn says that Biogen Idec essentially ran a sham when it put itself up for auction recently, putting in place barriers that warded off serious bidding by Big Pharma companies. "The process was run to placate us and other large shareholders," he wrote in a filing with the SEC. Biogen Idec--which hotly disputed the notion--had a provision in place that prospective bidders couldn't gain access to the company's books unless they agreed in advance not to approach Elan and Genentech, each of which have enormous stakes in Tysabri and Rituxan, two big Biogen drugs. Change of control agreements inked with each of those companies could have prevented a buyer from gaining rights to those drugs. Biogen Idec says that any avid bidder could have opened up talks with Elan and Genentech after a binding offer was on the table and, anyway, could have made any bid contingent on the outcome of subsequent talks.
Icahn, of course, shows no sign of letting Biogen Idec off easily. Analysts say that his bid to place three new directors on Biogen's board is aimed at gaining control of the company--and presumably any subsequent takeover talks. Icahn triggered the brouhaha around a Biogen takeover when he expressed interest in buying out Biogen Idec at $80 a share. Later, after the buyout talk hit the papers, he said that it would be more appropriate for a Big Pharma company to buy the company. Of course, a cynic might suggest he just wanted to stir the pot and get the stock up.