- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
June 20 2011 - 5:30PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No. )
Filed by the Registrant
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Filed by a party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Forest Laboratories, Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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filing fee is calculated and state how it was determined):
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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HOWARD SOLOMON
CHAIRMAN, PRESIDENT
AND CHIEF EXECUTIVE
OFFICER
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To All Employees,
This past Friday, investor Carl Icahn (and his affiliates) filed a 13d form with the U.S. Securities and Exchange Commission, publicly disclosing his ownership of Forest options and stock. Mr. Icahn
and his affiliates also filed a request in Delaware court to inspect the books and records of the Company. In these materials, Mr. Icahn was critical of our companys management and our recent performance.
While we welcome constructive input from our shareholders, we respectfully disagree with Mr. Icahn. Forest has wisely anticipated the expiration of
the Lexapro patent many years before that event, and acquired and developed seven new products, three of which have been already launched, two of which will be launched this summer, and two more of which will be filed this year and launched next
year, subject to FDA approval. As always, there are additional products in late stage development, as well as many exciting opportunities under consideration and in negotiation. Our track record of success is further reflected in our share price,
which has outperformed the S&P 500 index over the last year, last three years and last five years. In fact, as reported recently by Forbes, Forest has achieved a 23 percent annualized return for shareholders during my 34 year tenure at the
Company.
Mr. Icahn is also critical of the Companys decision to support my challenge to the potential exclusion action by the
Office of the Inspector General of the Department of Health and Human Services (HHS-OIG). As I have stated in prior communications to you, I have not been accused of any wrongdoing by the government, and the HHS-OIGs notice of its intention to
consider excluding me is an unprecedented action, based solely on my role as a director and officer of the Company, and not on any individual conduct. I remain committed to challenging this potential action through the legal process, and I have been
grateful for the support I have received from the Company and from many of you.
Over the next several weeks, you may continue to read about
Mr. Icahns attacks in the press. These criticisms are typical of someone who is looking to get media attention and investor support for director nominations, and I urge you not to be distracted by them. The best thing you can do is to
stay focused on your responsibilities. As always, any media or shareholder inquiries should be directed to Frank Murdolo at (212) 224-6714.
Thank you again for your hard work and dedication to Forest.
Sincerely,
Howard Solomon
Chairman, Chief Executive
Officer and President
# # # # #
FOREST LABORATORIES, INC.
909 THIRD AVENUE, NEW YORK, N. Y. 10022-4731
Forward Looking Information
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 Reports on Form 10-K, Quarterly Reports on Form 10-Q, and any subsequent SEC filings.
Important Additional Information
Forest Laboratories, its directors and certain of its
executive officers may be deemed to be participants in the solicitation of proxies from Forest shareholders in connection with the matters to be considered at Forest Laboratories 2011 Annual Meeting. Forest Laboratories intends to file a proxy
statement with the U.S. Securities and Exchange Commission (the SEC) in connection with any such solicitation of proxies from Forest shareholders.
FOREST SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH PROXY STATEMENT AND
ACCOMPANYING PROXY CARD WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Information regarding the ownership of Forests directors and executive officers in Forest stock, restricted stock and options is included in
their SEC filings on Forms 3, 4 and 5, which can be found at the Companys website (www.frx.com) in the section Investors. More detailed information regarding the identity of potential participants, and their direct or indirect
interests, by security holdings or otherwise, will be set forth in the proxy statement and other materials to be filed with the SEC in connection with Forest Laboratories 2011 Annual Meeting. Information can also be found in Forests
Annual Report on Form 10-K for the year ended March 31, 2011, filed with the SEC on May 27, 2011. Shareholders will be able to obtain any proxy statement, any amendments or supplements to the proxy statement and other documents filed by
Forest Laboratories with the SEC for no charge at the SECs website at www.sec.gov. Copies will also be available at no charge at Forest Laboratories website at www.frx.com or by writing to Forest Laboratories at 909 Third Avenue, New
York, New York 10022.
FOREST LABORATORIES, INC.
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