Forest Laboratories, Inc. (NYSE: FRX) (“Forest”) today announced
that its Board of Directors has sent a letter to all Forest
shareholders in connection with the Company’s Annual Meeting on
August 18, 2011. The letter highlights Forest’s strong performance,
track record of delivering value to shareholders, robust and
diversified product pipeline and highly-qualified slate of director
nominees, which includes seven incumbent directors and three new
candidates. Forest’s Board of Directors recommends shareholders
vote for Forest’s nominees on the WHITE proxy card.
For information about Forest’s 2011 Annual Meeting of
Shareholders, please visit:www.FRX2011annualmeeting.com.
The text of the August 5th letter follows:
August 5, 2011
Dear Fellow Shareholders,
You have the opportunity to cast a very important vote to
protect your investment in Forest Laboratories. Our company’s
Annual Meeting will be held on August 18th, and we are writing to
ask for your support.
We have nominated a slate of ten talented, experienced and
extremely well qualified individuals to our Board, who are all
committed to delivering value for you, our shareholders. Your
Board recommends that you support all ten of our nominees and
reject the alternative slate of hand-picked designees nominated by
shareholder Carl Icahn at the Annual Meeting.
Breaking News!
Late afternoon on Friday, August 5(th),
2011, Forest Laboratories announced that the Office
of the Inspector General, Department of
Health and Human Services (HHS-OIG) has dropped its
action against Howard Solomon, our
Chairman and CEO. The Company is gratified by the HHS-OIG’s
decision and would like to thank our
shareholders for their consistent support throughout
this process.
PLEASE VOTE THE WHITE CARD TO SUPPORT FOREST’STEN HIGHLY
QUALIFIED NOMINEES
Forest Has Strong Track Record of Delivering
Value for Shareholdersand Continues to Perform Well
The Forest Board and management team have a long track record of
outperformance and continue to drive positive financial and
operational results.
- Forest share price has outperformed a
relative benchmark, the S&P 500, over both the short-term
(1-year and 3-year) and long-term (20-year) time periods.
- The Company has also outperformed its
relevant peer index, the AMEX Pharmaceutical Index (DRG), over both
the short-term (1-year) and long-term (5-year) time periods.
- Forest shares gained approximately
23% in the first six months of 2011 and 43% in the prior twelve
months.
- Since 2005, the Company has returned
$4.4 billion in capital to shareholders through repurchases,
including two $500 million Accelerated Share Repurchases in the
last 14 months.
- 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%.
In addition, the Company recently reported strong fiscal 2012
first quarter results, highlighted by an 8.2% increase in net sales
and a 9.5% increase in adjusted non-GAAP earnings per share.1
These achievements are a testament to our team and our strategy
– we are proud of what we have achieved and are committed to
building on this momentum in the years ahead.
We Have One of the Strongest and Most
Diversified Pipelines in the Industry
From a small-scale producer of vitamin pills in the 1940s, we
have evolved into a dynamic, innovative and fully integrated
pharmaceutical company with one of the strongest and most exciting
product portfolios in the industry. Over the years, Forest’s Board
and management have worked diligently to diversify the Company’s
product portfolio, pursuing new, high-potential products in key
therapeutic areas with significant unmet medical needs.
In fact, Forest’s track record of developing new products is
one of the strongest in the industry – including the world’s
largest pharmaceutical companies. As a result of our continued
business development efforts and successful R&D investments, we
expect to have launched nine new products between 2008 and 2013,
all with patents that do not begin to expire until 2020, and with
some extending to 2027.
We are very excited about these new products – which
demonstrate management’s success in creating a sustainable
specialty pharmaceutical business – and expect them to drive
growth and diversify revenue over the long term. With these
products coming to market, Forest expects to exceed its fiscal 2011
revenues by fiscal 2016 and broaden our product portfolio,
resulting in greater revenue diversification in the years ahead.
Specifically, from fiscal 2013 to 2017, these products are
expected to increase revenues and earnings per share by a compound
annual growth rate of 10% and 30%, respectively.2
Our Leadership Team is Uniquely Qualified
and Committed to Servingthe Best Interests of All
Shareholders
Our talented leadership team – including a strong and
independent board – is focused on continuing to build sustainable
momentum and value for all shareholders. We have nominated an
exceptionally strong slate of experienced, independent healthcare
industry, legal and financial experts who are extremely well
qualified to lead the Company through its future growth and
development. In addition to our seven highly qualified incumbent
directors, we have nominated three outstanding new independent
candidates with strong executive experience, no prior relationships
with the Company, and no conflicts with Forest who will bring fresh
eyes and valuable experience to the Forest Board. We believe all
ten Forest candidates will work on behalf of all investors and
ensure board-level focus on maximizing the potential of our robust
pipeline.
In contrast, Mr. Icahn has offered only unfounded criticisms to
support his four, hand-picked nominees, who are neither qualified
nor experienced enough to serve on your Board. They have offered no
plan or strategy that would justify the four board seats that Icahn
seeks. Instead, they bring clear conflicts of interest that will
make them unable to fulfill their duties to shareholders, as two of
Icahn’s nominees serve on the Boards of companies that actively
seek new product opportunities in the same therapeutic areas as
Forest.
Forest is currently at an important juncture as we transition
beyond the successes of Lexapro and Namenda through the successful
launch our new products. We believe that the Forest leadership team
that identified and developed these products is best suited to
bring them to market successfully and build value for you over the
long term.
YOUR VOTE IS IMPORTANT – PLEASE SIGN AND SEND THE WHITE PROXY
CARD TODAY
Your Board unanimously recommends that you vote for our entire
slate of highly qualified, talented and experienced director
nominees. Your vote is very important, no matter how many shares
you own. Support your Board by voting the WHITE proxy card TODAY.
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. If you have already
returned a gold proxy card, you can change your vote by signing,
dating and returning a WHITE proxy card. Only your latest
dated proxy card will be counted.
On behalf of the board of directors, we thank you for your
continued support of your Company.
Sincerely,
/s/
Howard SolomonChairman of the Board and Chief Executive
Officer
/s/
Kenneth GoodmanPresiding Independent Director
If you have any questions, require assistance with voting
your WHITE proxy card, or need additional copies of the proxy
materials, please contact:
MacKenzie
Partners, Inc.
105 Madison Avenue New York, NY 10016
frxproxy@mackenziepartners.com
(212) 929-5500 (Call Collect) Or TOLL-FREE (800) 322-2885
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 SEC’s 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.
1 Please see Forest’s Q1 2012 earnings release for additional
information concerning first quarter results, including a GAAP
reconciliation of non-GAAP measures and associated disclosures at:
http://ir.frx.com/phoenix.zhtml?c=83198&p=irol-newsArticle&ID=1586374&highlight=
2 For additional context and details regarding Forest’s “next
nine” products and the associated growth expectations, please see
slides 11 and 12 of the July 28, 2011 presentation, “Forest Labs –
A Leading Pharma Company,” available at:
http://www.frx2011annualmeeting.com/wp-content/uploads/2011/07/Forest-Labs-A-Leading-Pharma-Company.pdf
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