Icahn files suit against Motorola, urges shareholders to vote for his nominees

By Lisa Kerner

Charlotte, N.C., March 24 - Motorola Inc. stockholder Carl C. Icahn filed a lawsuit to force Motorola to make certain materials demanded by Icahn available for inspection.

The lawsuit was filed in the Court of Chancery of the State of Delaware.

Icahn requested, among other items, board and committee minutes and documents relating to the service and selection of Motorola's senior officers. The investor also requested information about the prospects or strategy of Motorola's mobile devices business as well as the potential spinoff of the mobile devices business.

"We demanded these materials for the purposes of enabling us to investigate whether and to what extent the board of directors of Motorola failed in their duties as directors in supervising management and setting policy and direction of Motorola," Icahn said in a statement released on Monday.

"Motorola has responded that they will not comply with our demand," Icahn added.

Icahn reached out to fellow Motorola shareholders in a lengthy, open letter pushing for the election of Frank Biondi Jr., William R. Hambrecht, Lionel C. Kimerling and Keith Meister to Motorola's board at the 2008 annual meeting.

Icahn and his affiliates nominated the four in February, it was previously reported.

Biondi is former president and chief executive officer of Viacom, Inc.

Hambrecht is founder, chairman and CEO of WR Hambrecht & Co.

Kimerling is the Thomas Lord Professor of Materials Science and Engineering at Massachusetts Institute of Technology and director of the MIT Materials Processing Center.

Meister is managing director of the Icahn investment funds and CEO/principal executive officer of Icahn Enterprises.

"I am convinced that stockholders need to elect all of our candidates to send a message to Motorola's management and remaining directors that the 'status quo' at Motorola and inside its boardroom is no longer acceptable," Icahn said in the letter.

In November, Icahn suggested that Motorola split into separate companies: a mobile devices company, an enterprise mobility company, a connected home company and a company focused on mobile networks infrastructure.

Icahn's March 24 letter said that over the past 18 months, the market value of Motorola has dropped more than $37 billion, over $17 per share of stockholder capital has vanished and the mobile devices business' results have "gone from bad to worse."

Icahn believes that in order to restore value, Motorola must spin off its mobile devices business under the leadership of a new CEO.

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