ISS Recommends Forest Shareholders Vote For Company’s Entire Slate of Ten Board Nominees
August 10 2011 - 10:14AM
Business Wire
Forest Laboratories, Inc. (NYSE: FRX) (“Forest”) commented on
today’s report by leading proxy advisory service Institutional
Shareholder Services (ISS), recommending that shareholders vote the
WHITE proxy card to elect all ten of Forest’s director nominees at
the Company’s Annual Meeting of Shareholders, which will be held on
August 18, 2011.
Kenneth Goodman, Forest’s Presiding Independent Director, said,
“We are very pleased that ISS has recommended in favor of all of
the Company’s highly qualified director nominees. We believe this
positive recommendation reflects the Company’s strong track record
of developing new products, the high caliber of our director
candidates, including our three new, independent nominees, and the
balance of valuable experience and new perspectives we have
assembled on our slate. ISS squarely rejects the notion that
Icahn’s nominees will improve the Forest board, and we strongly
recommend all shareholders vote on the white proxy card to support
the Company’s nominees.”
In recommending that shareholders support the Company’s entire
slate of director nominees, ISS stated:
- “Because the dissident has not
demonstrated a compelling case that change at the board level is
needed, we have not recommended shareholders vote for any of the
dissident nominees.” (ISS Proxy Report, August 10, 2011, Page
24)
- “Based on the company’s pipeline, its
demonstrable success in bringing newer products to market and
shepherding others through regulatory approval, and analysts’
assessment of and financial projections for those replacement
products, however, we find little evidence to support the
dissidents’ contention that the board has made major strategic
missteps in planning for the upcoming patent cliffs.” (ISS Proxy
Report, August 10, 2011, Page 5)
- “…[M]anagement has clearly taken action
to offset the looming Lexapro and Namenda patent cliffs through the
launch of five new products since 2008, and the planned launch of
four additional products in over the next several years.” (ISS
Proxy Report, August 10, 2011, Page 4)
- “In the past three years the company
has launched five new drugs as part of its Next Nine strategy to
replace the revenue from products going off patent. It has another
two in the new drug application (“NDA”) phase—aclidinium and
linaclotide. Some analysts project linaclotide as the most
promising drug in the pipeline, with FY2016 sales as high as $750
million.” (ISS Proxy Report, August 10, 2011, Page 3)
The Company also commented today on the recent reports of
Egan-Jones Proxy Services, which joined ISS in recommending that
shareholders vote “FOR ALL” of the Company’s director nominees, and
Glass Lewis & Co., which recommended that shareholders reject
three of Icahn’s four nominees, thereby supporting the election of
nine of the Company’s ten nominees.
Mr. Goodman continued: “We are gratified that Egan-Jones, like
ISS, has recommended in favor of our entire slate. However, we
respectfully disagree with Glass Lewis’s recommendation for Richard
Mulligan, who we believe is clearly less qualified than the
Company’s nominees and has an obvious conflict of interest due to
his service on the board of Biogen Idec, which actively competes
with Forest for new product licensing and acquisition opportunities
in the areas of cardiovascular health, neurology, and infectious
diseases.”
Howard Solomon, Chairman and Chief Executive Officer of Forest,
added: “Forest is strong and performing well and has developed one
of the deepest and most promising product portfolios in the
industry, including a total of nine new products which have been
launched or are expected to be launched by 2013. This is a time of
tremendous opportunity for Forest, and the 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.”
Forest urges shareholders to vote the WHITE card they have
received from Forest and to vote “FOR ALL” ten of Forest’s nominees
to its Board of Directors. Shareholders can vote by telephone,
Internet or by signing, dating and returning the Company’s WHITE
proxy card. Forest urges shareholders NOT to sign any gold proxy
card sent to them by the Icahn Group. Even a withhold vote for
Icahn’s nominees on a gold proxy card will cancel any previous
proxy submitted by shareholders that voted “FOR ALL” the Company’s
nominees.
If shareholders have any questions or require assistance with
voting their WHITE proxy card, they can contact MacKenzie Partners,
Inc., toll-free, at (800) 322-2885. Shareholders can find
additional information about the Forest Annual meeting at
http://www.frx2011annualmeeting.com/.
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.
This document contains quotes and excerpts from
certain previously published material. Consent of the author and
publication has not been obtained to use the material as proxy
soliciting material.
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
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