PRESS RELEASE: Icahn: ISS Criticizes Forest Labs Corporate Governance

Date : 08/10/2011 @ 5:21PM
Source : Dow Jones News
Stock : Forest Laboratories Inc. (FRX)
Quote : 99.0  0.0 (0.00%) @ 2:05AM

PRESS RELEASE: Icahn: ISS Criticizes Forest Labs Corporate Governance

FOR IMMEDIATE RELEASE

READ THE ISS REPORT

CRITICAL OF FOREST LABS CORPORATE GOVERNANCE

VOTE THE GOLD PROXY CARD

New York, New York - August 10, 2011 - The Icahn Group announced today that

Institutional Shareholder Services ("ISS"), one of the leading independent proxy

voting advisory firms, has criticized Forest Labs for flawed corporate

governance, the appearance of nepotism, share price performance and compensation

practices. We think change is needed at Forest Labs and we urge you to use the

GOLD proxy card to vote. We encourage you to read the ISS report and view our

related presentation which can be found at http://www.fixforest.com.

In criticizing Forest Labs corporate governance, ISS makes the following points:

"The image of the CEO sitting in on the ostensibly independent directors as

they discuss whether or not to support him is uncomfortably close to that

of a show trial: A THEATRICAL DEMONSTRATION OF POWER, with a pre-determined

outcome, in which those with ostensible authority must first and foremost

demonstrate their zealous personal loyalty to THE ONE WHO HOLDS REAL

POWER."

"All the subsequent protestations about personal integrity and independence

RING A LITTLE HOLLOW, when the right course of action - calling an

executive session to let the unaffiliated outside directors debate the

issues in private, without any undue influence from insiders - was both an

OBVIOUS AND EASY CHOICE. That the meeting appears to have been ORCHESTRATED

FROM THE C-SUITE - the General Counsel, rather than the board's own outside

advisors, apparently prepared and presented the materials which shaped the

discussion - does not help matters."

"If there was ever a moment for the independent directors to take matters

into their own hands, this was it. That they FAILED TO DO SO - and perhaps

even FAILED TO RECOGNIZE their own responsibility to do so - is DEEPLY

WORRISOME."(Emphasis Added)

---------------

ISS criticizes the appearance of nepotism in addition to highlighting corporate

governance concerns:

"However, the fact that the succession plan involves having a senior

executive - presumably a candidate for the top job - report to his own

father - who presumably has some influence in the matter - is ANOTHER BAD

OMEN. SVP Solomon may in fact be the best candidate for the job, internally

or externally: it is hard to know, if ALL HIS SENIOR LEVEL EXECUTIVE

EXPERIENCE CAME AT THE FIRM HIS FATHER HAS BEEN RUNNING FOR FOUR DECADES.

At a publicly-held company, succession planning should never be confused,

visually or procedurally, with ESTABLISHING A DYNASTY."

"Unaffiliated shareholders SHOULD BE CONCERNED about the degree to which

the independent directors are truly independent of the long-serving

Chairman and CEO. Among the RED FLAGS are these directors' apparent

UNWILLINGNESS TO EXCLUDE THE CEO from high-stakes discussions - such as the

company's response to threatened regulatory action against him individually

- in which he is CLEARLY CONFLICTED, and their apparently easy acceptance

of the FUNDAMENTAL CONFLICT involved in making the CEO's own son one of his

direct reports." (Emphasis Added)

---------------

On shareholder return, ISS notes:

"... it is still clear that the company's MEAGER RETURNS to shareholders

over the half decade leading up to the announcement of this proxy contest

have been SUBSTANTIALLY OUTPACED not just by the specialty pharma peers,

but even by a blended group of big and specialty pharma peers"

(Emphasis Added)

--------------

Additionally, ISS rated Forest Labs compensation practices as a "HIGH CONCERN."

ISS has said that "Despite these concerns about how attentive the incumbent

directors have been to the practice and responsibility of director independence,

we do not find, on balance, that the dissident has made a compelling case that

change is needed at the board level." With all due respect to ISS, it is hard

for us to understand, with all these problems, what else you need to make a

compelling case. It seems to us that ISS themselves have made a compelling case

to remove existing board members.

It is time for change. We strongly encourage all stockholders to vote for

DENNER, MULLIGAN, ENDE and BEBCHUK on the GOLD proxy card.

If you have any questions or require any assistance in executing your proxy,

please call our proxy solicitor, D.F. King & Co., Inc., at (800) 697-6975.

ON JULY 19, 2011, THE PARTICIPANTS (AS DEFINED BELOW) FILED A DEFINITIVE PROXY

STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. SECURITY HOLDERS ARE

ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO

THE SOLICITATION OF PROXIES BY CARL C. ICAHN, DR. ALEXANDER J. DENNER, DR.

RICHARD MULLIGAN, PROFESSOR LUCIAN A. BEBCHUK, DR. ERIC J. ENDE, MAYU SRIS,

ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II

L.P., ICAHN PARTNERS MASTER FUND III L.P., HIGH RIVER LIMITED PARTNERHIP, HOPPER

INVESTMENTS LLC, BARBERRY CORP., ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES

HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE

LP, AND BECKTON CORP. (COLLECTIVELY, THE "PARTICIPANTS") FROM THE STOCKHOLDERS

OF FOREST LABORATORIES, INC. FOR USE AT ITS 2011 ANNUAL MEETING OF STOCKHOLDERS,

BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO

THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY IS

AVAILABLE TO STOCKHOLDERS OF FOREST LABORATORIES, INC. FROM THE PARTICIPANTS AT

NO CHARGE AND IS ALSO AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE

COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV OR BY CONTACTING D.F. KING & CO.,

INC. BY TELEPHONE AT THE FOLLOWING NUMBERS: STOCKHOLDERS CALL TOLL FREE: (800)

6976975 AND BANKS AND BROKERAGE FIRMS CALL: (212) 2695550.

Consent of the author and publication has not been sought or obtained to use the

material cited herein as proxy soliciting material.

Contact: Susan Gordon (212) 702-4309



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