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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Registrant
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Check the appropriate box:
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Preliminary
Proxy Statement
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for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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Definitive
Additional Materials
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Soliciting
Material Pursuant to
§ 240.14a-12
FOREST LABORATORIES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy
Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Rules 14a-6(i)(1)
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computed pursuant to Exchange Act
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Convert new PDF to Gif extract is possible to improve resolution
UlSCIdl PN 200 and up Forward Looking Information Except forthe historical information contained
herein, the information on this web-site contains forward-loo king statements with in 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, changes in laws and regulations affecting the healthcare
industry and the risk factors listed from time to time in Forest LaboratoriesAnnual Reports on
Form 10-K [including the Annual Report on Form 10-K for the fiscal year ended March 31,2011),
Quarterly Reports on Form 10-Q, and anysubsequent SEC filings. Important Additional Information
Forest Laboratories, its directors, director nominees and certain of its executive officers may be
deemedto be participants in the solicitation of proxies from Forest shareholders in connection with
the matters to be considered at Forest Laboratories 2011 Annual Meeting. On July 18, 2011, Forest
Laboratories filed a definitive proxy statement (as it may be amended, the
J
Proxy
Statement} with the U.S. Securities and Exchange Commission (the SECl in connection with such
solicitation of proxies from Forest shareholders. FOREST SHAREHOLDERS ARE STRONGLY ENCOURAGED TO
READ THE PROXY STATEMENT AND ACCOMPANYING PROXY CARD AS THEY BECOME AVAILABLE AS THEY CONTAIN
IMPORTANT INFORMATION. Detailed information regarding the identity of participants, and their
direct or indirect interests, by security holdings or otherwise, is set forth in the Proxy
Statement, including in Appendix B thereto. Shareholders will be able to obtain the 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 atwww.s&c.gov. Copies are also
available at no charge at Forest Laboratories website atwww.frn.com or by writing to Forest
Laboratories at 909 Third Avenue. New York. New York 10022.
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Welcome Welcome to ourwebsite. Here you can find information pertaining to Forest Laboratories.
Inc. and our 2011 Annual Meeting of Stockholders, which will be held on Thursday, August 18, 2011
in New York, New York. The votes of Forest stockholders are very important at this critical
juncture in the Companys history. Your Board has nominated 10 highly qualified candidates to serve
on Forests Board, including 7 incumbent directors and 3 new independent nominees. If elected, our
nominees are committedto representing the best interests of all Forest stockholders, and your Board
urges you to vote FOR Forests entire slate by using the WHITE proxy card that you have received
from Forest. You can findvoting instructions, biographies of our nominees, relevant letters to
stockholders, our proxy statement and any amendments or supplements to it. and otner useful
information on this website. We encourage you to read all the materials carefully. We-tinank you
for your support. 6 Press Releases S Shareholder Letters iJU Presentations B SEC Filings
07.1S.11 Forest Laboratories Files Q7.1S.11 JulvlSth Shareholder Letter To come. 07.1B.11
Notice of 2011 Annual Meeting of Definitive Proxy Materials For Stockholders Annual Meeting To Be
Held On more > 07.12.11 Letter to our Shareholders Au oust 1S. 2011 07.OB. 11 Preliminary
Proxy Statement 07.1S.11 Forest Laboratories Announces Director Nominees for Election at
06.21.11 Preliminary Proxy Statement .) 2011 Annual Meeting more > more > HOME |
PRESSRELEASES SHAREHOLDER LETTERS PRESEMTATIOHS OUR NOMINEES
SEC FILINGS CONTACT
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^^^^ ^B ^^^B ^^^^ ^^ Press Releases Date Title PDF Forest Laboratories
Files Definitive Proxy Materials For Annual *f 07.18.2011 J
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Meeting To B&H&ld On August 1S, 2011 Forest Laboratories Announces Director nominees for El&ction
at 4=1, 07.18.2011 H
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2011 Annual Meeting 06.13.2011 For&st Laboratories R&c&iv&s Notice of Director
Nominations ^ HOME PRESSRELEASES SHAREHOLDER LETTERS
PRESENTATIONS OUR MOMIMEES SEC FILINGS CONTACT
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^^^ffl Press Releases Forest Laboratories Files Definitive Proxy
Materials For Annual Meeting To Be Held On August 18, 2011 Sends Letter Recommending Shareholders
Support its 10 Highly Qualified Director Nominees NEW YORK, July 13, 2011 Forest Laboratories,
Inc. (NYSE: FRX) (Forest) today announced that it has filed definitive proxy materials with the
Securities and Exchange Commission (SEC) in connection with its 2011 Annual Meeting of
Shareholders, which will be held on August 18, 2011. Forest shareholders of record as of the close
of business on June 24,2011 are entitled to vote at the 2011 Annual Meeting. The Board of Directors
of Forest has also sent a letterto its shareholders outlining Forests long history of strong
execution and delivering shareholder value. The letter urges shareholders to vote for Forests
strong slate of nominees, which includes seven incumbent directors andthree new, highly qualified
candidates. For information about Forests 2011 .Annual Meeting of Shareholders, please visit:
WWW.FRX2011 annuatmeetinq.com. The text of the letter follows: July 18, 2011 Dear Fellow
Shareholders. The Board of Directors and senior management of Forest Laboratories, Inc. are
committedto moving your company forward with one clear priority: delivering value for our
shareholders. Forest Has a Long History of Strong Execution and Delivering Shareholder Value, and a
New Pipeline to Build Value in the Future Forests track record of developing new products is one
of the strongest in the industry. Overthe last 10 years. Forest has received seven novel drug
approvals, including four in the last five years, outpacing not only its specialty pharmaceutical
peers but also some of the worlds largest global pharmaceutical
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^E^S ^E
^^^m
^^^ffl Press Releases Forest Laboratories Announces Director Nominees
for Election at 2011 Annual Meeting Nominates Seven Incumbents and Three New Directors; New
Candidates Strengthen Company Slate with Additional Financial, Operational and Corporate Govern a
nee Expertise Annual Meeting Date Set For August 18, 2011; Record Date Is June 24 NEW YORK, July
1S, 2011 Forest Laboratories, Inc. (NYSE: FRX) today announced that it will nominate a slate
often candidates for election to the Companys Board of Directors at the 2011 .Annual Meeting of
Shareholders on August 18, 2011. In addition to seven incumbent director candidates, the slate
includes three new independent nominees: Christopher J. Coughlin, former Executive Vice President
and Chief Financial Officer ofTyco International; Gerald M. Lieberman. former President and Chief
Operating Officer of AllianceBernstein; and Brenton L Saunders, Chief Executive Officer of Bausch
-i-Lomb. We are nominating an exceptionally strong slate of candidates who will work on behalf of
all investors and ensure board level focus on maximizing the potential of Forests robust pipeline,
which is one of the most promising in the industry. said Kenneth E. Goodman. Presiding Independent
Director of the Forest Board.
In addition to our seven highly qualified incumbent directors, I am
pleased that we have three outstanding new candidates who will bring fresh eyes and valuable
experience to the Forest Board. Our new candidates are extremely well regarded, accomplished
professionals and financial experts with diversified skills, broad experience in domestic and
international business and proven track records. We believe our entire slate is extremely well
qualifiedto leaclthe Company through its future growth and development. Howard Solomon, the
Companys Chairman. Chief Executive Officer and President, added: On behalf of the Board and the
entire Company, I want to express our deepest appreciation and respect forthe many contributions
over the years of Directors William Candee and George Cohan, who will not stand for reelection at
this years meeting Mr. Solomon continued: Torest is continuing to perform well, having grown net
revenues by 8%. operating income by 41% anriJialifinaimtanSgi in fiscal 2011. The Company has also
returned $4.4 billion in Ully<7^U
<
T<7 9 capital to shareholders Through
repurchases since 2005. including a $500 million share buyback program
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Press Releases Forest Laboratories Receives Notice of Director Nominations NEW YORK, June 13,2011
Forest Laboratories, Inc. (NYSE: FRX} today announcedthat it has received notice from High River
Limited Partnership, an entity affiliated with Carl C. Icahn. of its intention to nominate four
individuals for election to Forests nine-member Board of Directors at the Companys 2011 Annual
Meeting. The individuals are Dr. Alexander J. Denner. Dr. Richard Mulligan. Professor Lucian A.
Bebchuk and Dr. Eric J. Ende. High River Limited Partnership also notified the Company that it and
its affiliated entities own options and shares representing beneficial ownership of approximately
6.5% of the Companys outstanding shares in the aggregate. The Nominating and Governance Committee
of Forests Board will evaluate the nominees and make a recommendation. All of the Companys
directors are up for reelection at the 2011 Annual Meeting. Howard Solomon. Chairman. Chief
Executive Officer and President of Forest, said. While we have not yet had a chance to meet with
Mr. Icahn to discuss his ideas for the Company, we welcome constructive input from all of our
shareholders. Forest Laboratories is strong and performing well. Overthe last 12 months, our share
price has increased 47.5% versus 16.9% forthe S&P 500. We are very excited about both our portfolio
of marketed products and the advancement of our robust and dynamic pipeline, including the launch
of three products in 2011. We plan to file two New Drug Applications with the U.S. Food and Drug
Administration this year and if approved, launch those products next year. That could amount to
seven new products launched over afouryeartime frame, an enviable accomplishment by any
pharmaceutical company. We remain committed to creating value for all shareholders. We have
returned over $1 billion in capital through share repurchases since 2010 and invested approximately
£2.8 billion on product focused acquisitions overthe pastfouryears. We are very optimistic about
ourfuture prospects and believe we are well positionedto build on our strong track record of
success, while continuing to deliver groundbreaking therapies to the patients and communities we
serve About Forest Laboratories Forest Laboratories [NYSE: FRX) longstanding global partnerships
and track record developing and marketing pharmaceutical products in the United States have yielded
its well-established central nervous system and cardiovascularfranchises and innovations in
anti-infective and respiratory medicine. The Companys pipelirn?wyrw»MTIsBtW its history, includes
product candidates in all stages of development
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^^^^ ^B ^^^B ^^^^ ^^ Shareholder Letters Date Title 07182011 July 16th Shareholder Letter HOME
PRESSRELEASES SHAREHOLDER LETTERS PRESENTATIONS OUR
NOMINEES SEC FILINGS CONTACT
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^^^^ ^B ^^^B ^^^^ ^^ Presentations Relevant materials will be posted as soon as they become
available. HOME PRESSRELEASES SHAREHOLDER LETTERS
PRESENTATIONS OUR NOMINEES SEC FILINGS CONTACT
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Our Nominees Howard Solomon Director since 1964 Mr. Solomon. 83. is Chairman. Chief Executive
Officer and President of Forest. He began his career as an attorney at leading law firms in New
York and joined Forest in 1964 as a director and secretary of the Board while serving as outside
counsel forthe Company. He became CEO of Forest in 1977 and Chairman in 199S. Mr. Solomon is a
Trustee of the New York Presbyterian Hospital and previously served on the Board of Cold Spring
Harbor Laboratories. He is currently a member of the Executive Committee of the Board of Directors
of the Metropolitan Opera and Chairman of its Finance Committee. He also serves on the Board of the
New York City Ballet. Mr. Solomon graduated from the City College of New York and holds aJ.D.from
Yale University. We believe that Mr. Solomons experience as a senior executive and leader in our
industry, his in-depth knowledge of our Company and its day-to-day operations and his strong record
and strategic vision for the Company qualify him to serve on our Board. * back to top Nesli Basgoz.
M.D. Director since 2006 Dr. Basgoz, 53, is the Associate Chief for Clinical Affairs, Division of
Infectious Diseases at Massachusetts General Hospital [MGHJand serves on the hospitals Board of
Trustees. In addition. Dr. Basgozis an Associate Professor of Medicine at Harvard Medical School.
Previously, she served as Clinical Director in the Infectious Diseases Division of MGH for six
years. Dr. Basgozearned her M.D. Degree and completed her residency in internal medicine at
Northwestern University Medical School. She also completed afellowship in the Infectious Diseases
Division at the University of California at San Francisco. She is board certified in both
infectious diseases and internal medicine. Dr. Basgozs broad medical expertise and nationally
recognized leadership in the medical field, as well as her extensive clinical trial experience has
equipped herto effectively advise the Board and management with respect to many strategic matters,
including navigating regulatory approvals andthe clinical trial process. Moreover, her
partipj^-eM«teaiiQir|[jectious diseases has enabled Dr. Basgoz to advise the Board and mananement
with resnecttn the Cnmnanvs current anrt nntential nnrtfnlin nf rtruns within the relevant
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Nesli Basgoz, M.D. Director since 2006 Dr. Basgoz, 53, is the Associate Chief for Clinical Affairs,
Division of Infectious Diseases at Massachusetts General Hospital (MGH) and serves on the
hospitals Board ofTrustees. In addition, Dr. Basgozis an Associate Professor of Medicine at
Harvard Medical School. Previously, she served as Clinical Director in the Infectious Diseases
Division of MGH for six years. Dr. BasgozearnedherM.D. Degree and completed her residency in
internal medicine at Northwestern University Medical School. She also completed a fellowship in the
Infectious Diseases Division at the University of California at San Francisco. She is board
certified in both infectious diseases and internal medicine. Dr. Basgozs broad medical expertise
and nationally recognized leadership in the medical field, as well as her extensive clinical trial
experience has equipped herto effectively advise the Board and management with respect to many
strategic matters, including navigating regulatory approvals and the clinical trial process.
Moreover, her particular expertise in infectious diseases has enabled Dr. Basgoz to advise the
Board and management with respect to the Companys current and potential portfolio of drugs within
the relevant indications, including Forests recently launchedTeflaro product and other antibiotics
under development at the Company. * back to top Christopher J. Coughlin 2011 Director Nominee Mr.
Coughlin, 59. most recently served as Executive Vice President and Chief Financial Officer of Tyco
International from 2005 to 2010 and remains an advisor to Tyco. During his tenure, he played a
central role in the separation of Tyco into three independent, public companies and provided
financial leadership surrounding majortransactions. including the £2 billion acquisition of
Broadview Security, among many other responsibilities and accomplishments. Priorto joining Tyco, he
worked as the Chief Operating Officer of the Interpublic Group of Companies from June 20Q3to
December2Q04. as Chief Financial Officerfrom August2003 to June 2004 and as adirectorfrom July 2003
to July 2004. Previously, Mr. Coughlin was Executive Vice President and Chief Financial Officer of
Pharmacia Corporation from 1998 until its acquisition by Pfizer in 2003. Prior to that, he was
Executive Vice President of Nabisco Holdings and President of Nabisco International. From 1981 to
1996 he held various positions, including Chief Financial Officer, at Sterling Drug. Mr. Coughlin
is currently serving as the lead independent director on the board of Dun & Bradstreet. where he is
a member of the Audit Committee andthe Compensation and Benefits Committee. He also serves on the
board of Covidien pic, where he is Chair of the Compliance Committee. Mr. Coughlin has a B.S. in
accounting from Boston College. Aveteran of service and leadership on public company boards, Mr.
Coughlins wide array of senior management positions in global companies, pharmaceutical
background, finance experience and compliance and governance expertise will further equip the Board
in making strategic decisions for the long-term growth of the Company.
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Dan L Goldwasser Director since 1977 Mr. Goldwasser. 71, is a practicing attorney and has been a
shareholder since 1992 at the lawfirm Vedder Price, P.C., where he is a member of the firms
Accounting Law Practice Group. Mr. Goldwasser previously served as Chairman of the American Bar
Associations Business Law Sections Committee on Law and Accounting and as the American
BarAssociations Co-Chairman ofThe National Conference of Lawyers and Certified Public Accountants.
From 2003 to 2006. he also was a member of the Auditing Standards Board of the American Institute
of Certified Public Accountants. Mr. Goldwasser holds a BA from Harvard University and an LLB. from
Columbia Law School. Mr. Goldwassers leadership roles in accounting organization, service on the
AJCPAs Auditing Standards Board, deep expertise in legal, regulatory and accounting matters and
his deep understanding of Forest make him a valuable contributor to the Board. * back to top
Kenneth E. Goodman Director since 1998 Mr. Goodman. 63. is the former President and Chief Operating
Officer of Forest, a position that he heldfrom 199S to 2006. For eighteen years priorthereto, Mr.
Goodman served as Forests Vice President, Finance and Chief Financial Officer and was named
Executive Vice President. Operations in February 199S. From 1975 to 1980. he served as a
seniorfmancial officer atWyeth, and before that, as a C.PA at Main Hurdman, which is now part of
KPMG LLP. Mr. Goodman currently serves Syracuse University as Vice Chairman of the Board! of
Trustees, a member of the Executive Committee and Chairman of the Audit Committee; he previously
served as Chairman of the Budget Committee. He is also Chairman of the International Board of
Directors of the Israel Cancer Research Fund and Co-Chairman of its New York Board. Mr. Goodman is
a C.PA and holds a B.S. degree from The Whitman School of Management at Syracuse University. Mr.
Goodmans intimate knowledge of the Companys operations, having served as President and Chief
Operating Officer of Forest with broad responsibility for sales, commercial operations, compliance,
manufacturing operations, information technology and other areas, his substantial expertise in
financial matters, and his service as an important interface between management andthe Board as its
presiding independent director, make him a valuable member of the Board. * back to top Gerald M.
Lieberman 2011 Director Nominee Mr. Lieberman. 64. most recently served as the President and Chief
Operating Officer of AllianceBernstein from 2004 to 2009, where he overs aw several critical
functions for AllianceBernstein, including finance, global risk management, technology, operations,
human resources, and investor and public relations. In addition, he was
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Gerald H. Lieberman 2011 Director Nominee Mr. Lieberman. 64. most recently servetf as the President
and Chief Operating Officer of AllianceBernstein from 2004 to 2009. where he overs aw several
critical functions for AllianceBernstein, including finance, global risk management, technology,
operations, human resources, and- investor and p-ublic relations. In addition, he was instrumental
in developing AllianceBernsteins global integrated platform and enhancing its corporate governance
and financial transparency. Priorto joining AllianceBernstein in 1993. Mr. Lieberman held a number
of senior positions at Fidelity Investments from 1993 to 199S, including Chief Financial Officer
and Chief of Administration and he was a member of Fidelitys operating committee, reporting
directly to the Chairman. Before joining Fidelity, Mr. Lieberman spent 14years with Citicorp, where
he served as Senior Human Resources Officer and a member of the policy committee, reporting to the
Companys Chairman and Chief Executive Officer. At Citicorp, he also held several other senior
leadership positions, including Chief Executive Officer of Citibank Mexico and Division Head of
Latin America. Mr. Lieberman is currently serving as a director at Computershare. He is also a
trustee of the University of Connecticut Foundation and was a practicing C.P.A with Arthur
Anderson. He received aB.S.from the University of Connecticut and attended New York Universitys
Graduate School of Business Administration. Mr. Liebermans senior roles at AllianceBernstein and
Fidelity Investments, premier investment and asset managementfirms. and his breadth and depth of
experiences, including his finance and accounting expertise and career-long focus on risk
management, enable him to provide important and valuable perspectives to the Board. * back to top
Lawrence S. Olanoff, H.D., Ph.D. Director since 2006 Dr. Olanoff, 59, served as Forests Chief
Operating Officer from 2006 to 2010 and currently serves as Senior Scientific Adviser to the
Company. From July 2005 to October 2006, Dr. Olanoff was President and; Chief Executive Officer at
Celsion Corporation, an oncology drug development company. He also served as Executive Vice
President and Chief Scientific Officer of Forest from 1995to 2005. Priorto joining Forest in 1995.
Dr. Olanoff served as Senior Vice President of Clinical Research and Development at Sandoz
Pharmaceutical Corporation (now a division of the Novartis Group) and at the Upjohn Company in a
number of positions including Corp-orate Vice President of Clinical Development and Medical
.Affairs. Over his entire career, he was involved in 30 product approvals. In addition, he is
currently an adjunct Assistant Professor and Special Adviser to the President for Corporate Affairs
at the Medical University of South Carolina (MUSC), as well as a Director of the MUSC Foundation
for Research Development, which is a non-profit foundation created to benefit the university. He
holds a Ph.D. in biomedical engineering and an M.D. degree from Case Western Reserve University.
Dr. Olanoff s detailed knowledge of the pharmaceutical industry, his broad operational experience
and research and development leadership overthe course of his career at Forest, Sandozand Upjohn,
including with respect to thirty product approvals, and his service as a senior executive and
intimate knowledge of Forests operatioi^^mpftwA^Bakalwri an important asset to the Board.
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Dr. Olanoff, 59, served as
Forests Chief Operating Qfficerfrom 2006 to 2010 and currently serves as Senior Scientific Adviser
to the Company. From July 2005 to October2006. Dr. Olanoff was President and Chief Executive
Officer at Celsion Corporation, an oncology drug development company. He also served as Executive
Vice President and Chief Scientific Officer of Forest from 1995 to 2005. Prior to joining Forest in
1995, Dr. Olanoff served as Senior Vice President of Clinical Research and Development at Sandoz
Pharmaceutical Corporation (now a division of the Novartis Group) and at the Upjohn Company in a
number of positions including Corporate Vice President of Clinical Development and Medical Affairs.
Over his entire career, he was involved in 30 product approvals. In addition, he is currently an
adjunct Assistant Professor and Special Adviser to the President for Corporate Affairs at the
Medical University of South Carolina (MUSC), as well as a Director of the MUSC Foundation for
Research Development, which is a non-profit foundation created to benefit the university. He holds
a Ph.D. in biomedical engineering and an M.D. degree from Case Western Reserve University. Dr.
Olanoffs detailed knowledge of the pharmaceutical industry, his broad operational experience and
research and development leadership overthe course of his career at Forest. Sandozand Upjohn,
including with respect to thirty product approvals, and his service as a senior executive and
intimate knowledge of Forests operations combine to make him an important asset to the Board. *
back to top Lester B. Salans, M.D. Director since 1998 Dr. Salans. 75. is a Clinical Professor and
member of the Clinical Attending Staff of Internal Medicine at the Mount Sinai Medical School.
Priorthereto. Dr. Salans was a senior executive at SandozPharmaceutical Corporation (now a division
of the Novartis Group). Dr. Salans is a former Director of the National Institutes of Arthritis,
Diabetes, Digestive and Kidney Diseases of the National Institutes of Health. He served as
Professor of Medicine and Director of the Division of Endocrinology at the Dartmouth Hitchcock
Medical Center, Hanover, from 1968-1975. He also founded and is president of LBS Advisors, Inc., a
consultancy serving several pharmaceutical and biotechnology companies, academic institutions, the
National Institutes of Health and many investment firms. He serves on the board of directors of
PharmalN Corporation, a biopharmaceutical company. Dr. Salans earned a BA from University of
Michigan and M.D. from University of Illinois. Dr. Salans recognized leadership in the medical
field, his varied positions in the pharmaceutical sector, and particular medical expertise in the
fields of diabetes mellitus, obesity and endocrinology and clinical research experience bring
valuable perspectives to the Board on research and development matters generally and with respect
to the Companys current and potential portfolio drugs within such indications. As a practicing
physician in addition to his other roles, Dr. Salans bridges the gap between basic science and
clinical medicine, enabling him to offer valuable insights to the Board.
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Br&nton L Saunders 2011 Director Nominee Mr. Saunders, 41, has been the Chief Executive Officer of
Bausch +
Lomb and a board director since March 2010. Previously. Mr. Saunders served as a senior
executive with Schering-Plough from 2003 to 2010. most recently as President of Global Consumer
Health Care. He also served as Head of Integration for both Schering-Ploughs mergerwith Merck &
Co. andfor its $16 billion acquisition of Organon BioSciences. Before joining Schering-Plough, Mr.
Saunders was a Partner and Head of the Compliance Business Advisory Group at PricewaterhouseCoopers
LLP from 2000 to 2003. Priortothat, he was Chief Risk Officer at Coventry Health Care between 199S
and 1999 and a co-founder of the Health Care Compliance Association in 1995. Mr. Saunders began his
career as Chief Compliance Officer for the Thomas Jefferson University Health System. In addition
to the Bausch + Lomb board, he serves on the boards of ElectroCore LLC and the Overlook Hospital
Foundation. He is also the former Chairman of the New York chapter of the American Heart
Association. Mr. Saunders was also recently namedto the Federal Reserve Bank of New Yorks Upstate
New York Regional Advisory Board. He received a BA fromthe University of Pittsburgh, an M.BA from
Temple University School of Business, and a J.D. from Temple University School of Law. Given Mr.
Saunders leadership experience as CEO of a global, branded healthcare company and deep
pharmaceutical experience, he will be an invaluable addition to the Board. In addition to his other
attributes, his 15 years of senior compliance experience and broad regulatory expertise at a number
of different companies, including Bausch +
Lomb and Schering-Plough, will prove particularly
valuable.
A
back to top Peter J.Zimetba urn, M,D, Director since 2009 Dr. Zimetbaum. 47.
has served as Director of Clinical Cardiology at Beth Israel Deaconess Medical Center in Boston
(BIDMC) since 2005 and served as Director of Clinical Electrophysiology at BIDMC from 2001 to 2005.
Additionally, since 2006. Dr. Zimetbaum has been an Associate Professor of Medicine at the Harvard
Medical School (HMS). and he currently serves on the HMS Standing Committee on Conflicts of
Interest. Dr. Zimetbaum received his M.D. degree fromthe Albert Einstein College of Medicine in
1990 and is board certified in both cardiovascular medicine and cardiovascular electrophysiology.
Dr. Zimetbaums extensive experience in the practice of medicine and clinical trials provides the
Board and management with the perspectives of physicians and other healthcare providers who use the
Companys products and with insight into the clinical trial process. His expertise in cardiology,
including the cardiovascular safety profile of products, is a valuable resource to the Board and
management in analyzing and developing current and potential portfolio drugs. In addition, his
service on Harvard Medical Schools conflict of interest committee provides the Company with
important insights on the ethics of healthcare.
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uudiu uneuui sinue wdiuri 2010. Previously, Mr. Saunders served as a senior executive with
Schering-Plough from 2003 to 2010. most recently as President of Global Consumer Health Care. He
also served as Head of Integration for both Schering-Ploughs merger with Merck & Co. andfor its
£16 billion acquisition of Organon BioSciences. Before joining Schering-Plough, Mr. Saunders was a
Partner and Head of the Compliance Business Advisory Group at PricewaterhouseCoopers LLPfrom 2000
to 2003. Priortothat. he was Chief Risk Officer at Coventry Health Care between 1993 and 1999 and a
co-founder of the Health Care Compliance Association in 1995. Mr. Saunders began his career as
Chief Compliance Officerforthe Thomas Jefferson University Health System. In addition to the Bausch
+ Lomb board, he serves on the boards of ElectroCore LLC and the Overlook Hospital Foundation. He
is also the former Chairman of the New York chapter of the American Heart Association. Mr. Saunders
was also recently named to the Federal Reserve Bank of New Yorks Upstate New York Regional
Advisory Board. He received a BA from the University of Pittsburgh, an M.BA from Temple University
School of Business, and a J.D. from Temple University School of Law. Given Mr. Saunders leadership
experience as CEO of a global, branded healthcare company and deep pharmaceutical experience, he
will be an invaluable addition to the Board. In addition to his other attributes, his 15years of
senior compliance experience and broad regulatory expertise at a number of different companies,
including Bausch +
Lomb and Schering-Plough, will prove particularly valuable. * back to top Peter
J.Zimetbaum, M.D. Director since 2009 Dr. Zimetbaum. 47, has served as Director of Clinical
Cardiology at Beth Israel Deaconess Medical Center in Boston (BIDMC) since 2005 and served as
Director of Clinical Electrophysiology at BIDMC from 2001 to 2005. Additionally, since 2006. Dr.
Zimetbaum has been an Associate Professor of Medicine at the Harvard Medical School (HMS), and he
currently serves on the HMS Standing Committee on Conflicts of Interest. Dr. Zimetbaum received his
M.D. degree from the Albert Einstein College of Medicine in 1990 and is board certified in both
cardiovascular medicine and cardiovascular electrophysiology. Dr. Zimetbaums extensive experience
in the practice of medicine and clinical trials provides the Board and management with the
perspectives of physicians and other healthcare providers who use the Companys products and with
insight into the clinical trial process. His expertise in cardiology, including the cardiovascular
safety profile of products, is a valuable resource to the Board and management in analyzing and
developing current and potential portfolio drugs. In addition, his service on Harvard Medical
Schools conflict of interest committee provides the Company with important insights on the ethics
of healthcare.
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^^^^ ^B ^^^B ^^^^ ^^ SEC Filings Date Title Type 07.18.2011 Proxy Statement DEFC14A 07.12.2011
Letter to our Shareholders DEFA14A 07.03.2011 PreNmm a rv Proxy Statement PRER14A 06.21.2011
Preliminary Proxy Statement PREC14A 06.20.2011 Letter to Employees DEFA14A 06.13.2011 Forest
Laboratories Receives Notice of Director Nominees DEFA14A HOME PRESSRELEASES
SHAREHOLDER LETTERS PRESENTATIONS OUR MOMIMEES SEC FILINGS
CONTACT
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^^^^ ^B ^^^B ^^^^ ^^ Contact For Media: Hugh Burns, Renee Soto or Lesley Bogdanow Sard Verbinnen &
Go (212)637-8080 For Shareholders: MacKenzie Partners, Inc. 105 Madison Avenue New York, New York
10016 Call Collect: (212} 929-5500 Call Toll-Free: (800) 322-2885 Email: f rKproxv^m a cken zi epa
rtn ers. com HOME PRESSRELEASES SHAREHOLDER LETTERS
PRESENTATIONS OUR MOMIMEES SEC FILINGS CONTACT
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^^^^ ^B ^^^B ^^^^ ^^ Important Information Forward Looking Information Exceptforthe historical
information contained herein, the information on this website 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 demandfor new pharmaceutical products, the impact of competitive products and
pricing, the timely development and launch of new products, changes in laws and regulations
affecting the healthcare industry andthe riskfactors listedffom time to time in Forest
Laboratories Annual Reports on Form 10-K (including the Annual Report on Form 10-Kforthe fiscal
year ended March 31,2011), Quarterly Reports on Form 10-Q, and any subsequent SEC filings.
Important Additional Information Forest Laboratories, its directors, director nominees 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. On July 18. 2011. Forest Laboratories filed a definitive proxy statement (as it may
be amended, the Proxy Statement) with the U.S. Securities and Exchange Commission (the
J
SEC
T
) in connection with such solicitation of proxies from Forest
shareholders. FOREST SHAREHOLDERS ARE STRONGLY ENCOURAGED TO RE AD THE PROXY STATEMENT AMD
ACCOMPANYING PROXY CARD AS THEY BECOME AVAILABLE AS THEY CONTAIN IMPORTANT INFORMATION. Detailed
information regarding the identity of participants, andtheir direct or indirect interests, by
security holdings or otherwise, is set forth in the Proxy Statement, including in Appendix B
thereto. Shareholders will be able to obtain the 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.s&c.qov. Copies are also 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. HOME PRESSRELEASES SHAREHOLDER LETTERS PRESENTATIONS
OUR NOMINEES SEC FILINGS CONTACT
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July 18, 2011
Dear Fellow Shareholders,
The Board of Directors and senior management of Forest Laboratories, Inc. are committed to moving
your company forward with one clear priority: delivering value for our shareholders.
Forest Has a Long History of Strong Execution and Delivering Shareholder Value, and a New Pipeline to Build Value in the Future
Forests track record of developing new products is one of the strongest in the industry. Over
the last 10 years, Forest has received seven novel drug approvals, including four in the last five
years, outpacing not only its specialty pharmaceutical peers but also some of the worlds largest
global pharmaceutical companies.
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In just the past 38 months, Forest has obtained five product approvals from five
different divisions of the FDA and has launched Bystolic, Savella, Teflaro, Daliresp and
Viibryd.
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This year, we filed an NDA for aclidinium and will shortly file another for
linaclotide.
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Through this years acquisition of Clinical Data, we gained Viibryd, an exciting
ready-to-launch product that returns Forest to the depression category, where the Company
has long-standing expertise and had great success.
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Today, the Company announced very positive preliminary top-line results from a Phase
III study of levomilnacipran for the treatment of adults with major depressive disorder. A
statistically significant improvement was achieved for levomilnacipran treated patients for
all dose groups compared to placebo, a significant milestone in the ongoing development
program for levomilnacipran.
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In total, Forest has nine new products launching between 2008 and 2013 and six additional products
in the Phase II/III pipeline expected to launch after 2014.
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FOREST LABORATORIES, INC.
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909 THIRD AVENUE
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NEW YORK, NY 10022-4731
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As detailed in the chart below, this strong execution has helped drive outsized
shareholder returns:
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Forest share price performance has exceeded that of the S&P 500 over both short
(one-year and three-year) and long (20-year) time periods and has outperformed the AMEX
Pharmaceutical Index (DRG) over both one-year and five-year time periods.
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In the first six months of 2011, Forest shares have gained approximately 23% compared
to a 5% gain in the S&P 500.
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Since 2005, the Company has returned $4.4 billion in capital to shareholders through
repurchases.
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Over the last 10 years, Forest has increased revenue at a compound annual growth rate
of 12.1% and grown earnings per share (EPS) at a compound annual growth rate of 16.5%.
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We are proud of what we have achieved and are working diligently to ensure that we continue to grow
and deliver shareholder returns in the years ahead.
2011: A Year of Strong Performance and Shareholder Returns
In fiscal 2011, we delivered very solid performance, growing net revenues by 8%, operating
income by 41% and net income by 53%. The Company achieved these results notwithstanding increasing
pricing pressures and emerging healthcare austerity measures.
Namenda continues to be a main driver of performance with continued strong growth. In addition,
Lexapro also performed well and, along with its predecessor Celexa (citalopram), now accounts for
just under one-third of antidepressant prescriptions in a market filled with generic competitors.
Importantly, Bystolic, Savella, Teflaro, Viibryd and Daliresp, key long-term profit contributors,
were launched successfully:
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Sales of Bystolic, a vasodilating beta-blocker, were $264 million in fiscal 2011,
and after three years on the market, it is still growing at a rate of over 30%.
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Savella, for fibromyalgia, had sales of $90 million in fiscal 2011 and is also
growing at the rate of 30%.
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Over 1,300 hospitals have already tried Teflaro, and we expect it to be a widely
used hospital antibiotic.
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Daliresp was approved by the FDA in February as a treatment to reduce the risk of
chronic obstructive pulmonary disease (COPD) exacerbations in patients with severe COPD.
The COPD market is currently valued at approximately $5.5 billion.
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Viibryd, which we purchased in April, treats depression in adults and has a
favorable tolerability profile. We are optimistic about its prospects in this competitive
market.
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The Company also successfully advanced all of its pipeline products to the next
stage of clinical development.
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The strength of our business and balance sheet has enabled us to devote significant capital to
business development opportunities while also regularly returning capital to
our shareholders. In just the past year, the Company has repurchased over $1 billion in stock
through accelerated share repurchase programs. In addition, the Company has an open authorization
to repurchase up to an additional 27.0 million shares. Going forward, the Company has the capital
to fund additional new business opportunities and execute additional share repurchases, as
warranted.
Forest Has a Robust Late-Stage Pipeline, Including Our Highly Anticipated Next Nine Products
Due to our success building the Lexapro and Namenda franchises, we now are at an important
juncture for the Company transitioning beyond these products. Forest is not unique in facing patent
cliffs they are a fact of life in our industry and all pharmaceutical companies have to prepare
for them. Your Board and management team have been proactive in planning for this loss of
exclusivity over many years and have already made significant progress in creating a robust
pipeline that is already delivering significant value and has the potential to deliver even greater
value both in the near and long-term, with patent protection expiring after 2020.
A total of nine new products have been launched or are expected to be launched by 2013. This
includes two products launched in 2009 Bystolic and Savella and three additional products
launched in just the last six months: Teflaro, Daliresp and Viibryd. In addition, the Company
expects four new launches by 2013 and has six additional products in Phase II or later that are
expected to mature in 2014 and beyond. We are very excited about these new products and expect them
to drive growth and diversify revenue over the long term.
Importantly, our business development activities, which to date have produced all of the products
in our pipeline, are ongoing. We are continuing to screen a wealth of opportunities in the market.
Ultimately, products are the root of any pharmaceutical companys success. Our product development
and commercialization achievements, based on the sustained execution of our strategic plan, have
enabled us to surpass the productivity of even the largest pharmaceutical companies.
Your Experienced Board is Committed to Getting the Job Done
Your Board is composed of experienced, independent healthcare industry, legal and financial
experts and has continued to evolve to respond to the current environment. Forest is committed to
maintaining a strong and independent Board to oversee management and corporate affairs, and is
determined to ensure that the Company is well-positioned to execute its strategy and deliver value
to shareholders.
In the past five years, Forest has added two new independent directors to its Board: Dr. Nesli J.
Basgoz, the Associate Chief for Clinical Affairs, Division of Infectious Diseases at Massachusetts
General Hospital, joined in 2006 and Dr. Peter J. Zimetbaum, a Director of Clinical Cardiology at
Beth Israel Deaconess Medical Center and an Associate Professor of Medicine at Harvard Medical School, joined in 2009. Both of these candidates
have brought valuable medical experience in distinct and critical therapeutic areas.
This year, we have nominated three new highly experienced, independent directors and seven
incumbent directors for election at this years Annual Meeting. Our new nominees Messrs.
Christopher J. Coughlin, Gerald M. Lieberman and Brenton L. Saunders are highly accomplished
professionals who, along with Forests seven incumbent directors, bring the critical perspective,
financial acumen, operational skills, investor perspective and corporate governance experience that
will be instrumental to our future growth and success as we focus on building and delivering value
for all shareholders:
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Mr. Coughlin
was the Chief Financial Officer and Executive Vice President of Tyco
International from 2005 to 2010 and remains an advisor to the Company. He has held a wide
array of senior management positions, has a pharmaceutical background, and brings
significant finance experience and compliance and corporate governance expertise. Among
other things, Mr. Coughlin served as the Chief Financial Officer of Pharmacia from 1998 to
2003. He is currently serving as the lead independent director of Dun & Bradstreet, where
he is a member of the Audit Committee and the Compensation and Benefits Committee, and he
also serves on the board of Covidien plc, where he is the chair of its Compliance
Committee.
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A veteran of service and leadership on public company boards, Mr. Coughlins wide array of
senior management positions in global companies, pharmaceutical background, finance
experience and compliance and governance expertise will further equip the Board in making
strategic decisions for the long-term growth of the Company.
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Mr. Lieberman
was most recently President and Chief Operating Officer of
AllianceBernstein from 2004 to 2009, where he served since 1998. He brings an investment
perspective and deep experience in finance, accounting and risk management. Among other
things, Mr. Lieberman held a number of senior positions at Fidelity Investments from 1993
to 1998, including Chief Financial Officer and Chief of Administration, and was a member of
Fidelitys operating committee, reporting directly to the Chairman. Before joining
Fidelity, Mr. Lieberman spent 14 years with Citicorp, where he served as Senior Human
Resources Officer and a member of the policy committee, reporting to the Companys Chairman
and Chief Executive Officer.
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Mr. Liebermans senior roles at AllianceBernstein and Fidelity Investments, premier
investment and asset management firms, and his breadth and depth of experiences, including
his finance and accounting expertise and career-long focus on risk management, enable him to
provide important and valuable perspectives to the Board.
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Mr. Saunders
has been the Chief Executive Officer of Bausch + Lomb since March 2010.
He brings operational experience as CEO of a global, branded
healthcare company, as well as deep healthcare and pharmaceutical experience. Among other
things, Mr. Saunders served as a senior executive with Schering-Plough from 2003 to 2010,
most recently as President of Global Consumer Health Care. He also served as the Chief Risk
Officer at Coventry Health Care between 1998 and 1999.
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Given Mr. Saunders leadership experience as CEO of a global, branded healthcare company and
deep pharmaceutical experiences, he will be an invaluable addition to the Board. In addition
to his other attributes, his 15 years of senior compliance experience and broad regulatory
expertise at a number of different companies, including Bausch + Lomb and Schering-Plough,
will prove particularly valuable.
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The full biographies of the three new candidates are contained in our proxy materials. William
Candee and George Cohan will not be standing for re-election, and on behalf of the entire company,
we would like to express our deepest appreciation and respect for their many contributions to
Forest over the years.
YOUR BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE FOR OUR FULL SLATE OF 10 HIGHLY QUALIFIED DIRECTORS AT THE ANNUAL MEETING
Your Board rigorously and continuously analyzes Forests business plan in light of the
competitive landscape and regularly reviews all of the strategic options for positioning Forest to
create the greatest value for shareholders. We firmly believe that Forests current strategic plan
provides a unique opportunity to deliver significant value to shareholders. Moreover, our balance
sheet is strong, and we are leveraging this flexibility to generate returns for shareholders.
Icahns Nominees Should be Rejected
Many of you may have heard or read about efforts by Mr. Carl Icahn, a shareholder who owns
approximately 7% of Forest shares, to elect four hand-picked candidates to our Board. Forests
Board has carefully reviewed and considered Mr. Icahns nominees, and based on that analysis, we
have concluded that his four candidates are far less qualified than our slate. Importantly, Mr.
Icahns nominees bring no operational experience whatsoever, and two of his candidates are
hopelessly conflicted by their current service as Icahn-designees on the boards of biotech
companies with which we will likely compete for product opportunities.
Mr. Icahn has offered no plan or strategy for the Company that would justify installing his four
hand-picked nominees to our board. Instead, he has offered baseless criticism of the Boards
handling of the federal investigation into the Companys marketing practices and its resolution.
Over the course of the entire investigation, the Board has been closely involved in evaluating and
addressing these issues as they have developed, and it continues to stand behind the Companys
decision to support the challenge to the potential exclusion action by the Department of Health &
Human Services, Office of Inspector General.
Our Promise to Shareholders
We welcome opportunities to engage in constructive dialogue with shareholders, and our Board
and management team appreciates the public and private support for our strategy that we have
received from our shareholders. We will work hard to ensure that we continue to earn your support.
Your Board and senior management team are confident that we are on the right course to deliver a
highly attractive return and enduring value for our shareholders. You should be assured that we
will continue to re-evaluate our strategy and progress against that ultimate objective. If we are
able to manage and grow our business, realize our pipeline opportunities, and allocate our capital
prudently, we will be rewarded in the marketplace.
Your Vote is Important Please Submit the WHITE Proxy Card Today
Our upcoming Annual Meeting on August 18, 2011 is an important event in shaping Forests
future. Forests Board unanimously recommends that you vote for all of our highly qualified
director nominees on the WHITE proxy card. You may vote by telephone, internet or by signing,
dating and returning the enclosed WHITE proxy card in the postage-paid envelope. We also urge you
to discard any gold proxy card sent to you by Mr. Icahn or his affiliates.
On behalf of the board of directors, we thank you for your continued support of our Company.
Sincerely,
Howard Solomon
Chairman of the Board and Chief Executive Officer
Kenneth E. Goodman
Presiding Independent Director
Forward Looking Information
Except for the historical information contained herein, this document 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, changes in laws and
regulations affecting the healthcare industry and the risk factors listed from time to time in
Forest Laboratories Annual Reports on Form 10-K (including the Annual Report on Form 10-K for the
fiscal year ended March 31, 2011), Quarterly Reports on Form 10-Q, and any subsequent SEC filings.
Important Additional Information
Forest Laboratories, its directors, director nominees 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. On
July 18, 2011, Forest Laboratories filed its definitive proxy statement (as it may be amended, the
Proxy Statement) with the U.S. Securities and Exchange Commission (the SEC) in connection with
such solicitation of proxies from Forest shareholders.
FOREST SHAREHOLDERS ARE STRONGLY ENCOURAGED
TO READ THE PROXY STATEMENT AND ACCOMPANYING PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION.
Detailed information regarding the identity of participants, and their direct or indirect
interests, by security holdings or otherwise, is set forth in the Proxy Statement, including
Appendix B thereto. Shareholders can obtain the 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 are also 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.
If you have any questions, require assistance with voting your WHITE proxy card,
or need additional copies of the proxy materials, please contact:
105 Madison Avenue
New York, NY 10016
frxproxy@mackenziepartners.com
(212) 929-5500 (Call Collect)
Or
TOLL-FREE (800) 322-2885
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