Forest Laboratories Responds To Unsolicited Mini-Tender Offer
December 03 2008 - 5:04PM
PR Newswire (US)
NEW YORK, Dec. 3, 2008 /PRNewswire-FirstCall/ -- Forest
Laboratories, Inc. (NYSE:FRX) today announced that it has been
notified of an unsolicited mini-tender offer by TRC Capital
Corporation (TRC) of Toronto, Canada, a private investment company.
Forest Laboratories has received a copy of the tender offer to
purchase up to 3.0 million outstanding shares of the company's
common stock, which represents less than 1 per cent of its
outstanding shares. The offer price of $20.35 per share represents
a 4.0% discount to the $21.20 closing price of the shares on
December 1, 2008, the day before the date of the offer to purchase
document. (Logo:
http://www.newscom.com/cgi-bin/prnh/20001011/FORESTLOGO ) Based on
the terms of the offer, Forest recommends that stockholders not
tender their shares in response to the mini-tender. Forest is not
affiliated in any way with TRC Capital, the offer or the offer to
purchase documentation. Mini-tender offers are third party offers
which seek to acquire less than 5% of a company's outstanding
shares and which therefore are not subject to many procedural
protections and disclosure and dissemination requirements of the
Securities and Exchange Commission that apply to offers for more
than 5% of a company's outstanding shares. The Securities and
Exchange Commission (SEC) has issued "Tips for Investors" regarding
mini-tender offers to alert investors regarding these mini-tender
offers, noting that some bidders make mini-tender offers at lower
than market prices which may result in some investors failing to
compare the offer price to the current market price. Investors
should not assume that the price offered includes the premium
usually present in larger, traditional tender offers. Forest
Laboratories urges shareholders to obtain current market quotations
for their Forest stock, consult with their broker or financial
advisor and exercise caution with respect to TRC's offer or the
offer documentation. The SEC's advisory may be found at
http://www.404.gov/investor/pubs/minitend.html. Forest also draws
the attention of broker dealers and other market participants in
the dissemination of the offer to the SEC's recommendations to
broker dealers in these circumstances which can be found on the SEC
website at
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm
and to Information Memo Number 01-27 issued by the New York Stock
Exchange on September 28, 2001 regarding the dissemination of
mini-tender offer materials, which can be found under the
"Regulation-- Information Memos" tab on NYSE's website at
http://www.nyse.com/audience/marketprofessionals.html. Forest
requests that a copy of this press release be included with all
distributions of materials relating to TRC's mini-tender offer.
Forest shareholders that have already tendered their shares are
advised that they may withdraw their shares as described in TRC
Capital's offer to purchase document prior to the expiration of the
offer, which is currently scheduled to expire at 12:01 AM, EST on
Wednesday, December 31, 2008. About Forest Laboratories Forest
Laboratories (NYSE:FRX) is a U.S.-based pharmaceutical company with
a long track record of building partnerships and developing and
marketing products that make a positive difference in people's
lives. In addition to its well-established franchises in
therapeutic areas of the central nervous and cardiovascular
systems, Forest's current pipeline includes product candidates in
all stages of development and across a wide range of therapeutic
areas. The company is headquartered in New York, NY. To learn more
about Forest Laboratories, visit http://www.frx.com/. Except for
the historical information contained herein, this release contains
forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements involve
a number of risks and uncertainties, including the difficulty of
predicting FDA approvals, the acceptance and demand for new
pharmaceutical products, the impact of competitive products and
pricing, the timely development and launch of new products, and the
risk factors listed from time to time in Forest Laboratories'
Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and any
subsequent SEC filings.
http://www.newscom.com/cgi-bin/prnh/20001011/FORESTLOGODATASOURCE:
Forest Laboratories, Inc. CONTACT: Frank J. Murdolo, Vice President
- Investor Relations, Forest Laboratories, Inc., +1-212-224-6714,
Web Site: http://www.frx.com/
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