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
x
Filed by a party other than the
Registrant
o
Check the appropriate box:
o
Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
o
Definitive
Proxy Statement
x
Definitive
Additional Materials
o
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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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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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act
Rule 0-11
(set forth the amount on which the filing fee is calculated and
state how it was determined):
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(5) Total fee paid:
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paid previously with preliminary materials.
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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.
(1) Amount Previously Paid:
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^ _ |TV- I Welcome
w a£^^ Welcome to our website. Here you can find information pertaining to Forest Laboratories,
Inc. and our 2011
^^^* m Annual Meeting of Stockholders, which will be held on Thursday, August 13,2011 in New York,
New York.
i _^ The votes of Forest stockholders are very important at this critical juncture in the Companys
history.
3$
^^Hfil i^i iT^ v:3ur Board has nominated 10 highly qualified candidates to serve on
Forests Board, including 7 incumbent
/ ^r ^^ t ^ **¦ .t ^~ I directors and 3 new independent nominees. If elected-, our
nominees are committed to 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 canfindvoting instructions, biograp-hies of our nominees, relevant letters to stockholders, our
proxy statement and any amendments or supplements to it. and other useful information on this
website. We encourage you to read all the materials carefully.
We thankyouforyour support.
& Press Releases >!fc Shareholder Letters A Presentations & Materials E=) SEC
Filings
OS.11.11 Forest Laboratories Sands Open 03.05.11 August 5th Shareholder Letter OB.11.11
Forest Labs Key Considerations 0S.11.11 ISS Recommends Forest
Letter Td Shareholders for Shareholders Shareholders Vate the Companys
03.01.11 August 1st Shareholder Letter
White Card at Annual Meeting
OB.10.11 ISS Recommends Forest OB.0B.11 Forest Labs We Believe Icahn s
07.1S.11 July 1Bth Shareholder Letter
Shareholders Vote the Companys Nominees are Conflicted 05.10.11 Updates to Website
White Card at Annual Meetinq more> OE.06.11 forest Chief Prevails Over U.S/ OS.10.11 ISS
Recommends Forest
> -The Wall Street Journal Shareholders Vote For Companys
Entire Slate of Ten Board
more ± Nominees
more >
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-^1 08.11.2011 Forest Laboratories Sends Open Letter To Shareholders Q
Mflfe. ,, ISS Recommends Forest Shareholders Vote the Companys White m*.
^^^^ ^^^^^^^^^^^^^^^^^^J Card at Annual Me&trng
SS Recommends Forest Shareholders Vote For Companys Entire jn
OS.10.2011 J
Slate of T&n Board Nominees
08.08.2011 For&st Laboratories Sends L&tt&rto Shareholders V5
HHS-OKj Drops Potential Action Against Forest CEO Howard »
08.05.2011 TB
Solomon
Forest Laboratories Issues Statement Regarding Litigation with a
08.05.2011 Ty
Icahn
03.01.2011 Forest Laboratories Sends Letter to Shareholders *^
07.29.2011 Forest Laboratories Files Investor Presentation a
Forest Laboratories Files Definitive Proxy Materials For Annual «
07.18.2011 Vd
Meeting To Be Held On August 1S, 2011
Forest Laboratories Announces Director Nominees for Election at e
07.18.2011 YB
2011 Annual Meeting
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1. V
I ^~ < Recommends Shareholders Vote the WHITE ProxyCard For All Forest Nominees in Advance of
August 18
"^*^ L ^t_/J Annual Meeting
NEW YORK. August 11. 2011 Forest Laboratories. Inc. (NYSE: FRX) TFo re sf) to day sent the foil
owing open letter to all Forest shareholders in connection with the Companys .Annual Meeting on
August 18, 2011.
August 11, 2011
Dear Fellow Shareholders.
Our2011 Annual Meeting of Shareholders is just one week away. We are writing to askyou to vote for
our slate often talented, experienced and extremely well qualified Board nominees, who are all
committed to delivering value foryou, our shareholders. Leading proxy advisory firms Institutional
Shareholder Services (ISS) and Egan-Jones agree with your Boards unanimous recommendation that you
vote for our entire slate often highly qualified, talented and experienced director nominees and
reject the alternative slate of hand-picked designees nominated by shareholder Carl Icahn.
Your vote is important-no matter how many shares you own. Please vote the WHITE proxy card today.
Forest Has Strong Track Record of Delivering Value for Shareholders and One of the Strongest and
Host
Diversified Pipelines in the Industry
The Forest Board and management team have a long track record of delivering strong shareholder
returns:
Overthe last 10 years, Forests revenues and earnings have increased at compound annual growth
rates of 12.1% and 16.5%. respectively.
|
^ Forest Laboratories Sends Open Letter To Shareholders | Forest 2011 Annual Meeting Wmdows
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Overthe last 10 years. Forests revenues and earnings have increased at compound annual growth
rates of 12.1% and 16.5%. respectively.
Forests stock price has outperformed the S&P 500 and the AMEX Pharmaceutical Indies [DRG)-
over both the short term andthe long term.
Forests Board and management team continue to drive positive financial and operational results and
have worked diligently to diversify the Companys product portfolio, pursuing new, high-potential
products in key therapeutic areas with significant unmet medical needs.
Today, 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, five of which have
already been launched. We anticipate launching the other four products by 2013 and have made good
progress toward this goal, having filed NDAs for both aclidinium and linaclotide as planned for
this year. As these Next 9r products are expected to grow and diversify Forests revenues in the
years ahead, 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.
Our Mew 2 Nominees Will Help Maximize the Potential of Our MNext 9
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. These New 3 candidates Christopher Coughlin, Gerald
Lieberman and Brent Saunders bring fresh eyes and valuable operating experience and financial
expertise to the Forest Board.
Our slate represents an appropriate balance of new perspectives including five new independent
directors in the last five years and incumbent Board members who have helped build value and
execute the Companys strategy overthe longerterm. All ten Forest candidates are committedto
transparency and responsiveness to shareholder concerns, will work on behalf of all investors and
ensure board-level focus on maximizing the potential of our robust pipeline.
Leading Proxy Advisory Firms Recommend that Shareholders Support Forests Nominees
Three independent proxy advisory firms have announcedtheir strong support for Forests nominees:
Institutional Shareholder Services [ISS) saidthat Icahn has not demonstrated a compelling case
that change at the Board level is needed[1l and recommended FOR ALL 10 of Forests nominees.
Egan-Jones stated it was iiot convinced that the election of the dissidents slate of nominees...
would work to the benefit of shareholders^] and recommended FOR ALL 10 of Forests nominees.
|
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¦ Egan-Jones stated it was not convincedthatthe election of the dissidents slate of nominees... *
would work to the benefit of shareholders^] and recommended FOR ALL 10 of Forests nominees.
* Glass Lewis rejected all but one of Icahns nominees, thereby effectively supporting 9 OUT OF 10
of Forests nominees.
We are gratified by these positive recommendations, which we believe reflect our strong track
record of developing new products, the high caliber of our director candidates andthe balance of
valuable experience and new perspectives we have assembled on our slate.
However, we respectfully disagree with Glass Lewiss recommendation for Icahn nominee Richard
Mulligan, who we believe is clearly less qualified than Forests nominees and has an obvious
conflict of interest due to his service on the board of Biogen Idee, which actively competes with
Forest for new product licensing and acquisition opportunities in the areas of cardiovascular
health, neurology, and infectious diseases.
The HHS-OIG Matter Has Been Finally, and Rightfully, Resolved
Last Friday, the Office of the Inspector General of Health and Human Services (HHS-OIG) informed
Howard Solomon that it has decided not to exclude him from participating in federal healthcare
programs and considers this matter ¦closed.*
We are happy that this issue has been finally, and rightfully, resolved. As we put this matter
behind us. we £
remain diligent in our commitment to excellence and in upholding the highest standards both in our
pharmaceutical operations and in our corporate governance.
Forests Nominees Deserve Your Support Vote the WHITE Proxy Card Today
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.
For information about Forests 2011 Annual Meeting of Shareholders-including a new presentation to
Forest shareholders dated August 11,2011 please visit: www.FRX2011annualrneetina.com.
Forests Board of Directors greatly appreciates the input we have received from our shareholders.
We thank youforyour continued support.
Sincerely,
|
%£ Forest Laboratories Sends Open Letter To Shareholders | Forest 2011 Annual Meeting Wmdows
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you foryour continued support. ~~
Sincerely, tst
Howard Solomon
Chairman of the Board and Chief Executive Officer
/si
Kenneth Gootfman
Presiding Independent Director
Forward Looking Information
Exceptforthe 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
deemedto be participants in the solicitation of proxies fromForestshareholders 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 fromForestshareholders. FORESTSHAREHOLDERS 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
atwww.sec.gov. Copies are also available at no charge at Forest Laboratories website atwww.frx.com
or by writing to Forest Laboratories at909 Third Avenue,New York.NewYorki 0022.
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.
|
^ Forest Laboratories Sends Open Letter To Shareholders | Forest 2011 Annual Meeting Wfndows
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holdings or otherwise, is set forth in the Prosy Statement, including Appendix Bthereto.
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
atwww.sec.gov. Copies are also available at no charge at Forest Laboratories website atwww.frx.com
or by writing to Forest Laboratories at909 Third Avenue,New York,NewYork10022.
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, piease contact:
MacKenzie Partners
105 Madison Avenue
NewYork,NY10016
frxproxy@mackeniiepartners.com
(212) 929-5500 (Call Collect)
Or TOLL-FREE [800) 322-2385
Contact:
Investors:
Forest Laboratories, Inc.
Frank J. Murdolo. 1-212-224-6714
Vice President Investor Relations ^
Fra n k.M u rd ol offif rx. com
or
Media:
Sard Verbinnen & Co
Hugh Burns/Renee Soto/Lesley Bogdanow. 1-212-637-3030 or
Additional Investor Contacts:
MacKenzie Partners
Dan Burch, 1-212-929-5748
|
^ Forest Laboratories Sends Open Letter To Shareholders | Forest 2011 Annual Meeting Wfndows
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Laboratories Sends Open Letter To Shareh...
MacKenzie Partners
105 Madison Avenue
NewYork,NY10016
frxproxy@mackeniiepartners.com
(212) 929-5500 (Call Collect)
Or TOLL-FREE (800) 322-2385
Contact:
Investors:
Forest Laboratories, Inc.
Frank J. Murdolo. 1-212-224-6714
Vice President- Investor Relations
Frank,MurdolCHg>f rx.com
or
Media:
Sard Verbinnen & Co
Hugh Bums/Renee Soto/Lesley Bogdanow. 1-212-637-8030 or
Additional Investor Contacts:
MacKenzie Partners
Dan Burch, 1-2.12-929-5748
Charlie Koons. 1-212-929-5703
[11ISS Proxy Report, August 10, 2011, p. 24 [2J Egan-Jones Proxy Report, July 28, 2011, p.6
<back
HOME | PRESS RELEASES | SHAREHOLDER LETTERS | PRESENTATIONS &.
MATERIALS | OUR NOMINEES | PROXY MATERIALS | SEC FILINGS |
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©
2011 Forest Laboratories, Inc. Important Information
|
FOREST LABORATORIES SENDS OPEN LETTER TO SHAREHOLDERS
Recommends Shareholders Vote the WHITE Proxy Card For All Forest Nominees in
Advance of August 18 Annual Meeting
NEW YORK, August 11, 2011 Forest Laboratories, Inc. (NYSE: FRX) (Forest) today sent the
following open letter to all Forest shareholders in connection with the Companys Annual Meeting on
August 18, 2011.
August 11, 2011
Dear Fellow Shareholders,
Our 2011 Annual Meeting of Shareholders is just one week away. We are writing to ask you to vote
for our slate of ten talented, experienced and extremely well qualified Board nominees, who are all
committed to delivering value for you, our shareholders. Leading proxy advisory firms Institutional
Shareholder Services (ISS) and Egan-Jones agree with your Boards unanimous recommendation that you
vote for our entire slate of ten highly qualified, talented and experienced director nominees and
reject the alternative slate of hand-picked designees nominated by shareholder Carl Icahn.
Your vote is important no matter how many shares you own. Please vote the WHITE proxy card
today.
Forest Has Strong Track Record of Delivering Value for Shareholders and One of the
Strongest and Most Diversified Pipelines in the Industry
The Forest Board and management team have a long track record of delivering strong shareholder
returns:
|
|
|
Over the last 10 years, Forests revenues and earnings have increased at compound
annual growth rates of 12.1% and 16.5%, respectively.
|
|
|
|
|
Forests stock price has outperformed the S&P 500 and the AMEX Pharmaceutical Index
(DRG) over both the short term and the long term.
|
Forests Board and management team continue to drive positive financial and operational results and
have worked diligently to diversify the Companys product
portfolio, pursuing new, high-potential products in key therapeutic areas with significant unmet
medical needs.
Today, 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, five of which have
already been launched. We anticipate launching the other four products by 2013 and have made good
progress toward this goal, having filed NDAs for both aclidinium and linaclotide as planned for
this year. As these Next 9 products are expected to grow and diversify Forests revenues in the
years ahead, 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.
Our New 3 Nominees Will Help Maximize the Potential of Our Next 9
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. These New 3 candidates Christopher Coughlin, Gerald
Lieberman and Brent Saunders bring fresh eyes and valuable operating experience and financial
expertise to the Forest Board.
Our slate represents an appropriate balance of new perspectives including five new independent
directors in the last five years and incumbent Board members who have helped build value and
execute the Companys strategy over the longer term. All ten Forest candidates are committed to
transparency and responsiveness to shareholder concerns, will work on behalf of all investors and
ensure board-level focus on maximizing the potential of our robust pipeline.
Leading Proxy Advisory Firms Recommend that Shareholders
Support Forests Nominees
Three independent proxy advisory firms have announced their strong support for Forests nominees:
|
|
|
Institutional Shareholder Services (ISS) said that Icahn has not demonstrated a
compelling case that change at the Board level is needed
1
and recommended
FOR ALL 10
of Forests nominees.
|
|
|
|
1
|
|
ISS Proxy Report, August 10, 2011, p. 24
|
|
|
|
Egan-Jones stated it was not convinced that the election of the dissidents slate of
nominees...would work to the benefit of shareholders
2
and recommended
FOR
ALL 10
of Forests nominees.
|
|
|
|
|
Glass Lewis rejected all but one of Icahns nominees, thereby effectively supporting
9 OUT OF 10
of Forests nominees.
|
We are gratified by these positive recommendations, which we believe reflect our strong track
record of developing new products, the high caliber of our director candidates and the balance of
valuable experience and new perspectives we have assembled on our slate.
However, we respectfully disagree with Glass Lewiss recommendation for Icahn nominee Richard
Mulligan, who we believe is clearly less qualified than Forests 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.
The HHS-OIG Matter Has Been Finally, and Rightfully, Resolved
Last Friday, the Office of the Inspector General of Health and Human Services (HHS-OIG) informed
Howard Solomon that it has decided not to exclude him from participating in federal healthcare
programs and considers this matter closed.
We are happy that this issue has been finally, and rightfully, resolved. As we put this matter
behind us, we remain diligent in our commitment to excellence and in upholding the highest
standards both in our pharmaceutical operations and in our corporate governance.
Forests Nominees Deserve Your Support
Vote the WHITE Proxy Card Today
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.
|
|
|
2
|
|
Egan-Jones Proxy Report, July 28, 2011, p.6
|
For information about Forests 2011 Annual Meeting of Shareholders including a new presentation
to Forest shareholders dated August 11, 2011 please visit: www.FRX2011annualmeeting.com.
Forests Board of Directors greatly appreciates the input we have received from our shareholders.
We thank you for your continued support.
Sincerely,
/s/
Howard Solomon
Chairman of the Board and Chief Executive Officer
/s/
Kenneth 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.
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:
105 Madison Avenue
New York, NY 10016
frxproxy@mackenziepartners.com
(212) 929-5500 (Call Collect)
Or
TOLL-FREE (800) 322-2885
jj£ ISS Recommends Forest Shareholders Vote the Companys White Card at Annual Meeting | Forest 201
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~~71!JW I Press Releases
mm ^<- w? *w ISS Recommends Forest Shareholders Vote the Companys White Card at
^ **^W j I Annual Fleeting
| [SS Recommendation is Misleading
k r«*» k J i [
NEW YORK, August 10, 2011 Forest Laboratories, Inc. [NYSE: FRX} [Forest*) today responded to an
leahn Group press release regarding the recent report issued by leading proxy advisory service
Institutional Shareholder Services OSS):
Contrary to- the impression Carl Icahn seeks to create in his press release, ISS today recommended
that shareholders vote on the Companys WHfTE card to elect all ten Forest directors at its
upcoming Annual Meeting of Shareholders. Icahn has self-servingly picked isolated statements from
the ISS report in a transparent effort to mislead Forest shareholders as to the true conclusion of
ISS. ISS thoroughly reviewed- Forests performance metrics, management of patent cliff challenges,
and board nominees and concluded that Icahn has not demonstrated a compelling case that change at
the board level is neededT. ISSs conclusion is clear: shareholders should vote the WHfTE proxy
card in support of all ten Forest nominees.
The Company noted that proxy advisory service Egan-Jones also supported all ten of the Companys
nominees, and that Glass Lewis- which Icahn also chooses to tout- rejected all but one of Icahns
nominees.
Forest urges shareholders to vote the WHfTE card they have received from Forest and to vote FOR
ALL* ten of Forests nominees to its Board of Directors. Shareholders can vote by telephone,
Internet or by signing, dating and returning the Companys WHfTE proxy card. Forest urges
shareholders NOT to sign any gold proxy card sent to them by the Icahn Group. Even a withhold vote
for Icahns nominees on a gold proxy card will cancel any previous proxy submitted by shareholders
that voted FOR ALL the Companys no-minees.
If shareholders have any questions or require assistance with voting their WHfTE proxy card, they
can contact MacKenzie Partners, Inc., toll-free, at (-S0O) 322-2BBE-. Shareholders can find
additional information about the Forest Annual meeting at httpr/Awww.f rx.201 fan n ual me etrn g.
com I.
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 1&95. These
statements involve a number of risks and uncertainties, including the difficuIty 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
n. .-i...-^.. ^n"^^ :~ I n ^"i ¦ ~*: ^tt^^t:^^ iu~ u~~lit,~~-.- r,,i..~i~* ..^.-i iu~
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|
£ij£ ISS Recommends Forest Shareholders Vote the Companys White Card at Annual Meeting | Forest
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Forest Shareholders Vote the C...
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 1&95. These
statements involve a number of risks and uncertainties, including the -difficurty 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 Fo
rest La bo rato ries1 An n u a I Repo rts on Fo rm 10-K ^including the Annual Repo rt o n f o rm
10-K f o r th e 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 Laboratories2011 Annual Meeting. On July 1S, 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 SECT} 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 cf 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.cam or by writing to
Forest
Laboratories at &09 Third Avenue, New York, New York 10022.
This document contains quotes and excerpts from certain previously published material. Consent Df
the author and publication has not been obtained to use the material as proxy soliciting: material.
If you nave any questions, require assistance with voting your WHITE proxy card, _
or need additions! copies of the proxy materials, please contact
105 Madison Avenue ^*
|
£ij£ ISS Recommends Forest Shareholders Vote the Companys White Card at Annual Meeting | Forest
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Forest Shareholders Vote the C...
If you rtawe any-(joesfions, require assistance with voting yoor WH^Tf proxy card, or need
additional copies of the proxy materials, please contact
105 Madison Avenue New Yttrk, NY 10016
frxprDxylgmackenziepartners.com
(212} 929-5500 (Call Collect}
Or p
TOLL-FREE [300)322-2335
Investor Contact
Frank J. Murdolo
Vice President- Investor Relations, Forest Laboratories, Inc.
1-212-224-6714
Frank.riurdolo@frx.com
|
jj£ ISS Recommends Forest Shareholders Vote the Companys White Card at Annual Meeting | Forest 201
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Forest Shareholders Vote the C...
f rxprDxy@ma ckenziepartn ers. cd m
(212) 929-5500 [Call Collect)
Or TOLL-FREE (S00) 322-2SS5
Investor Contact:
Frank J. Murtfolo
Vice President- Investor Relations, Forest Laboratories, Inc.
1-212-224-6714
Frank.Murdol o@f nc. com
Media Contacts:
Sard Verbinnen SCd
Hugh Bums/Renee Sr>tr>/Ls5ley Bogdanuw
1-212-6S7-B0E0
Additional Investor Contacts:
MacKenzie Partners
Dan Burch
1-212-929-574S
Charlie Koons
1-212-929-570B
< back
HOlC I PRESSRELEASES I SHAREHOLDER LETTERS I PRESENTATIONS & MATERIALS
I OUR NOMINEES I PROXY MATERIALS I SEC FILINGS I &n
bsp; CONTACT
O 2D11 Forest Laboratories, Inc. | Important Information
|
ISS Recommends Forest Shareholders Vote the Companys White Card at Annual Meeting
Forest Believes Icahn Groups Press Release Regarding ISS Recommendation is Misleading
NEW YORK, August 10, 2011 Forest Laboratories, Inc. (NYSE: FRX) (Forest) today responded to an
Icahn Group press release regarding the recent report issued by leading proxy advisory service
Institutional Shareholder Services (ISS):
Contrary to the impression Carl Icahn seeks to create in his press release, ISS today recommended
that shareholders vote on the Companys WHITE card to elect all ten Forest directors at its
upcoming Annual Meeting of Shareholders. Icahn has self-servingly picked isolated statements from
the ISS report in a transparent effort to mislead Forest shareholders as to the true conclusion of
ISS. ISS thoroughly reviewed Forests performance metrics, management of patent cliff challenges,
and board nominees and concluded that Icahn has not demonstrated a compelling case that change at
the board level is needed. ISSs conclusion is clear: shareholders should vote the WHITE proxy
card in support of all ten Forest nominees.
The Company noted that proxy advisory service Egan-Jones also supported all ten of the
Companys nominees, and that Glass Lewis which Icahn also chooses to tout rejected all but
one of Icahns nominees.
Forest urges shareholders to vote the WHITE card they have received from Forest and to vote FOR
ALL ten of Forests nominees to its Board of Directors. Shareholders can vote by telephone,
Internet or by signing, dating and returning the Companys 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 Icahns nominees on a gold proxy card will cancel any previous proxy submitted by shareholders
that voted FOR ALL the Companys 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 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.
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:
105 Madison Avenue
New York, NY 10016
frxproxy@mackenziepartners.com
(212) 929-5500 (Call Collect)
Or
TOLL-FREE (800) 322-2885
Investor Contact:
Frank J. Murdolo
Vice President Investor Relations, Forest Laboratories, Inc.
1-212-224-6714
Frank.Murdolo@frx.com
Media Contacts:
Sard Verbinnen & Co
Hugh Burns/Renee Soto/Lesley Bogdanow
1-212-687-8080
Additional Investor Contacts:
MacKenzie Partners
Dan Burch
1-212-929-5748
Charlie Koons
1-212-929-5708
# # #
H$ Presentations & Materials | Forest 2011 Annual Meeting Windows Internet Explorer provided by
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/Zx*fiP Forest Laboratories, Inc. visitfrx^om
3 Presentations & Materials
Date Title
03.11.2011 Forest Labs Key Considerations for Shareholders
0B.0S.2011 Forest Labs We Believe Icarms Nominees are Conflicted ^
03.05.2011 Forest Labs A Leading Pharmaceutical Company
OB.04.2011 Icahns August 3rd Claims are Filled with Misrepresentations
07.23.2011 Forest Labs A Leading Pharma Company
Submission on Behalf of Howard Solomon to the HHS-OIGfrom Davis Polk &
06.13.2011
Wardwetl LLP
04.05.2011 FRX Board Meeting Minutes from April 5.2011
03.29.2011 FRX Presentation to the HHS-OIG from Debevoise & Plimpton LLP
Letters
Date Title
03.05.2011 Case Closure Letter to Howard Solomon from the HHS-OIG
07.25.2011 Letter from Dr. Jorge Gal lard o, Chairman of the Board. Aim i rail
07.1 S.2011 Letter from Peter M. Hecht. CEO. Ironwood Pharmaceuticals
06.23.2011 Letter from Lisa A. Rickard, President, U.S. Chamber Institute for Legal Reform
06.15.2011 Letter from John J. Caste Hani. President and CEO. PhRMA
04.13.2011 Letter from Dr. Jochen Hiickmann. Shareholders Council,. Men
|
H$ Presentations & Materials | Forest 2011 Annual Meeting Windows Internet Explorer provided by
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File Edit View Favorites Tools Help <£ Favorites ^ Presentations &
Materials | Forest 2011 Annual M...
Date Title
08 05 2011 Case Closure Letter to Howard Solomon from the HHS-OIG
07.25.2011 Letter from Dr. Jorge Gallardo. Crairman of the Board. Almirall
07.18.2011 Letter from Peter M. Hecht. CEO, Ironwood Pharmaceuticals
06.23.2011 Letter from Lisa A. Rickard, President, U.S. Chamber Institute for Legal Reform
06.15.2011 Letter from John J, Castellani. President and CEO, PhRMA
04.13.2011 Letter from Dr. Jochen Huekmann, Sharehokters Council. Merz
Letter from Peter Clark. Offrce of Inspector General. Dept. of Health & Human
04.0S.2011
Services
03 30 2011 FRX Letter to the HHS-OIGfrom Debevoise & Plimpton LLP
News Reports
Date Title
03 06 2011 Forest Chief Prevails Over U.S. The Wall Street Journal
Forest Firing -The government seeks to sack an innocent boss11 -The =
05.05.2011
Economist
05 022011 Kathleen Spitzer The Wall Street Journal
04.29.2Q-11 The Governments Power to Oust a C.E.O.!I DealBook, The Hew York Times
04.26.2011 U.S. Effort to Remove Drug CEO Jolts Firm s;l-The Wall Street Journal
HOWE I PRESSRELEASES I SHAREHOLDER LETTERS I PRESENTATIONS & MATERIALS
I OUR NOMINEES I PROXY MATERIALS I SEC FILINGS I &n
bsp; CONTACT
<S 2311 Forest LabofBtnries, Inc. | Important Information
|
Forest Labs
Key Considerations for Shareholders
August 11, 2011 aZvSx Forest Laboratories, Inc.
|
Why You Should Support Forests Nominees
Forest is performing well, outperforming the relevant indices in both the
short and long term and developing one of the deepest and most
promising pipelines in the industry
Forest nominees will create a strong and independent Board of Directors -
six out of ten nominees are new within last five years
Forests incumbent directors have driven the Companys operational success, bring critical
skills, experience, and expertise to Board, and are free of conflicts
Forests three new nominees all have strong executive experience, no prior relationships
with Forest, and no conflicts
The proxy advisory services strongly support Forest
ISS has recommended FOR ALL TEN of Forests nominees, concluding Icahn has failed to
make a case for change
Egan-Jones has recommended FOR ALL TEN of Forests nominees, concluding Icahn failed
to show his nominees would benefit shareholders
Glass Lewis rejected all but ONE of Icahns nominees
|
Track Record of Financial Performance(1)
Over the last 10 years, Forest has increased revenue at a compound annual growth
rate of 12.1%
- Commercial success has grown four products, CELEXA, LEXAPRO, BENICAR
®
and NAMENDA, to
blockbuster status with over $lBn in sales
Over this same time period, our focus on leveraging our operating costs has
generated a 16.5% compound annual growth rate in GAAP EPS
Total Revenue GAAP EPS
Fiscal Year End Fiscal Year End
$MM $/ Share
500°l ^^4 390 40°l ^^^3.59
3,750 ^^¦* 3.00 ^^~^^
^^*"^ 2,912
2.08
2,500 2.00 ^^^M
1,574
^^^^h 0.91
1,250 1 00 ^^^^
0 B 0.00
¦02 06 11 02 06 11
^^M Sales ^^M GAAP EPS
Note
1. For 10-year period ending FY11
|
Delivering Shareholder Returns in Short & Long Term
We have outperformed the most relevant indices the S&P 500 and the AMEX Pharmaceutical Index
(DRG) over both the short and long term
Price Performance (1)(2)
As of June 30, 2011
Forest S&P 500 DRG
1 Year 43.4% 28.1% 20.3%
FRX Outperformance / 15.3% 23.1%
(Underperformance)
3 Year 13.2% 3.2% 14.3%
FRX Outperformance / 10.1% (1.0%)
(Underperformance)
5 Year 1.7% 4.0% 0.6%
FRX Outperformance / (2.3%) 1.1%
(Underperformance)
20 Year 774.2% 255.8% NA
FRX Outperformance / 518.4% NA
(Underperformance)
Notes
1 .The AMEX Pharmaceutical Index (DRG) was developed on July 31, 1991
2. Price performance does not include dividends ^^^^
|
Product Development Outperforming Industry
Forest has received 7 New Molecular Entities approvals over the last ten years and 4 in the
last five years -outperforming many of its largest rivals
NME + New BLA Approvals d)(2)(3)(4)(5) ^^^^^^^^^^^^^^^^^^^^^^^^^
8 7 7 Peer Last 10 yrs
Median: 7
2 2 2 2 2 2 2 Peer Last 5 yrs
| 1^ | Median: 2
U
FRX NVS GSK MRK PFE LLY AZN  
; SHP CEPH
WCRX
^^H Last 10 yrs ^^H Last 5 yrs
Peer Last 10 yrs Median Peer Last 5 yrs Median
Notes
Approvals granted to other licensor prior to in-licensing by peer company not included
Approvals granted to other companies prior to acquisitions by peer company not included (eg.
Clinical Datas VIIBRYD, Wyeths PRISTIQ)
Generics, new formulations, combinations, new indications and life-cycle extension approvals are
not included (eg, ZETIA is included, but not VYTORIN)
Chiral enantiomer approvals (LEXAPRO and NUVIGIL) are included
Vaccine BLAs are included
|
Next Nine Products Grow & Diversify Revenue
New products will diversify Forests revenue mix significantly and allow a return to growth post
the FY2012 Loss of
Exclusivity of LEXAPRO
- Top line sales growth goals of approximately 10% CAGR (13-17); adjusted EPS growth goals of
approximately 30% CAGR (13-17) I1
FY2016 Revenue expected to be greater than FY2011 Revenue (2)
FY2011 Revenue by Product FY2016E Revenue By Product
| LEXAPRO H BYSTOLIC | LEXAPRO ¦ BYSTOLIC ^ VIIBRYD ¦ linaclotide
NAMENDA _ SAVELLA NAMENDA ¦ SAVELLA DALIRESP I levomilnacipran
I Other ^| cariprazine ^1 TEFLARO ^| aclidinium | | other / Pipeline
Assumes receipt of expected product approvals and successful launch of the Next Nine products.
Please see Important Additional Information-Forward Looking Information on slide 15.
See above.
|
Highly Qualified Board with Strong Track Record
Over the last 10 years, the Companys incumbent directors have guided Forest as revenues and
earnings
per share have increased at compound annual growth rates of 12.1% and 16.5% respectively
Our slate represents an appropriate balance of new perspectives including five new independent
directors in the last five years and board members who have helped build value and execute the
Companys strategy over the longer term
Forest added two new independent directors to its Board in 2006 and 2009, respectively:
Dr. Nesli J. Basgoz, Associate Chief for Clinical Affairs, Division of Infectious Diseases at
Massachusetts
General Hospital
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
They join another independent medical expert Dr. Lester Salans, Clinical Professor and member of
the
Clinical Attending Staff of Internal Medicine at the Mount Sinai Medical School and a former
Director of
the National Institutes of Arthritis, Diabetes, Digestive and Kidney Diseases of the National
Institutes of
Health
Incumbent director Dan L. Goldwasser also brings important expertise in corporate governance and
legal
and accounting matters, having served for several years on the Auditing Standards Board of the
American
Institute of Certified Public Accountants and as Chairman of the American Bar Associations
Business Law
Sections Committee on Law and Accounting
|
Strong, New Independent Board Nominees
Chris Coughlin, 59, most recently served as Executive Vice President and Chief Financial Officer of
Tyco
International from 2005 to 2010. Previously, Mr. Coughlin was Chief Financial Officer of Pharmacia
Corporation from 1998 until its acquisition by Pfizer in 2003. 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
and the Compensation and Benefits Committee. He also serves on the board of Covidien pic, where he
is
the chair of their Compliance Committee.
Gerald Lieberman, 64, most recently served as the President and Chief Operating Officer of
AllianceBernstein from 2004 to 2009, where he oversaw several critical functions for the Company,
including finance, global risk management, technology, operations, human resources, investor and
public
relations. In addition, he was instrumental in developing the AllianceBernsteins global integrated
platform and enhancing its corporate governance and financial transparency. Prior to joining
Alliance
Bernstein in 1998, Mr. Lieberman held a number of positions at Fidelity Investments from 1993 to
1998,
including Chief Financial Officer and Chief of Administration. Mr. Lieberman is currently serving
as a
director at Computershare.
Brent Saunders, 41, has been the Chief Executive Officer of Bausch + Lomb and a board director
since
March 2010. Prior to Bausch + Lomb, 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. and for 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 from 2000 to 2003. In addition to the
Bausch + Lomb board, he also serves on the boards of ElectroCore and the Overlook Hospital
Foundation. ^^^
|
Icahns Nominees Should be Rejected
Richard Mulligan and Eric Ende have no previous corporate operating or management
experience and have no expertise in compliance or governance. During Richard Mulligans
six years of combined service as a director of ImClone, Biogen Idee and Enzon, none of these
companies had a new product approved in the U.S.
During Alex Denners involvement with ImClone, Biogen Idee, Amylin and Enzon, none of
these companies had a new product approved in the U.S. Denner also was tasked with
finding a new CEO for Enzon and has failed for a year and a half to find a permanent
replacement.
Lucian Bebchuk has no pharmaceutical or operating experience, and his limited public
company board experience is less than five months on the board of Norilsk Nickel, a Russian
mining company.
None of Icahns four nominees have been on the board of any company when it has
received a New Chemical Entity (NCE) or Biological License Application (BLA) approval.
|
We Believe Denner and Mulligan Are Conflicted
Icahn doesnt challenge the fact that Biogen Idee and Amylin compete with Forest for new
product licensing and acquisition opportunities in important and overlapping therapeutic
areas
Icahns argument that Biogen Idee and Amylin do not currently market products that
compete with Forests misses the point like Biogen Idee and Amylin, Forest is currently
looking for new opportunities to grow and manage patent expirations
In the last two years alone, Forest has evaluated 215 potential products in areas where
Biogen Idee and Amylin are actively searching for new business opportunities, including:
Neurology (94) including 14 Multiple Sclerosis products directly competitive with Biogen Idecs
Avonex and Tysabri
- Acute Care (60) including 17 Cardiovascular and 27 Infectious Disease products
Diabetes (56) including 8 GLP-1 based products directly competitive with Amylins Byetta and
Bydureon
- Obesity (5)
¦
|
Leading Proxy Advisory Firms Support ALL Forest Nominees
ISS and Egan-Jones recommend shareholders vote FOR ALL TEN of Forests director nominees:
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 companys 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)
...[Management 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)
Our belief that the dissidents plans and ideas as so far described will not improve the Companys
shareholder value. (Egan-Jones Proxy Report, July 28, 2011, page 6)
We are not convinced that election of the dissidents slate of nominees to the Companys board of
directors
would work to the benefit of shareholders. (Egan-Jones Proxy Report, July 28, 2011, page 6)
We note the presence of key Board committees namely Audit, Compensation and Nominating committees,
comprised solely of Independent outside directors. (Egan-Jones Proxy Report, July 28, 2011, page
6)
|
Glass Lewis Rejects All But One of Icahns Nominees
Glass Lewis recommends shareholders reject three of Icahns four nominees,
thereby supporting nine of the Companys ten nominees
Forest respectfully disagrees with Glass Lewiss support of Icahn-nominee Richard
Mulligan. In supporting Mulligan, Glass Lewis:
Ignores what we believe is Mulligans obvious conflict: his simultaneous service on the Board of
Biogen Idee, a company with which Forest competes for product opportunities
Ignores that Mulligan has been on the Executive Committee of Enzon since February of 2010, during
which time the company has failed to appoint a new CEO
Bases its analysis on inconsistent peer groups and arbitrary time frames that are not appropriate
benchmarks for Forest
Fails to appreciate that Forests DOJ settlement was one of the industrys smallest and that the
HHS-
OIG potential exclusion matter has now been dropped
Fails to consider the fact that Forests three new, independent nominees are all highly qualified
financial experts and would be excellent additions to the Boards audit and other committees
Downplays the importance of Forests history of successfully managing through loss of exclusivity
cycles and progress in developing next nine products
|
Research Analysts Respect Forests Accomplishments
Corey Davis, Jefferies Research, 5/16/11: Best late stage pipeline in all biopharma 5 drugs
launch in next 2
years all with composition of matter patents. Will drive >30% EPS growth post F2013 trough.
Ian Sanderson, Cowen Research, 10/18/10: We believe Forest now boasts the deepest late-stage new
drug
pipeline in the specialty Pharmaceuticals sector.
Chris Schott, JPMorgan Research, 6/3/11: Following the approval of DAURESP and the acquisition of
VIIBRYD
earlier this year, and ahead of FDA filings for linaclotide and aclidinium, as well as several
additional pipeline
catalysts later this year, Forest is actively transitioning beyond the legacy of LEXAPRO and
NAMENDA franchises.
Catherine Arnold, Credit Suisse Research, 6/28/11: A little bit goes a long way in the FRX P&L,
the slightest
increase in sales, prompts a dramatic rise in EPS...Meaningful increases in commercial investments
are not needed
beyond base costs, allowing for more positive contribution as sales rise.
John Boris, Citi Research, 7/6/10: The research organization is leveraged through its ability and
capacity to
conduct multiple rigorous clinical trials across a wide range of therapeutic areas, covering
central nervous system,
cardiovascular, gastro intestinal, anti-infective, respiratory, rheumatology and endocrinology.
AnnabelSamimy, StifelNicolaus, 4/19/11: With five recent product approvals (BYSTOLIC, SAVELLA,
TEFLARO,
DAURESP and VIIBRYD) from five different FDA divisions, along with two NDAs (aclidinium,
linaclotide) for CY2011
and potentially two more for CY2012 (levomilnacipran, cariprazine), Forests tuck-in licensing and
acquisition
activity over the past six years to replace LEXAPRO (CY2012) and NAMENDA (CY2015) is now beginning
to
materialize.
Damien Conover, Morningstar Equity Research, 7/25/11: Forest has a more than 30-year record of
creating
shareholder value, largely through licensing drugs. Given this, we have confidence that the company
will invest its
cash wisely. The company has committed to investing with a long-term view rather than appeasing
impatient
investors by chasing high-priced deals that could boost short-term results but fail to create
long-term value for
shareholders. ^^^^
|
Vote the White Proxy Card Today. Reject Icahns Nominees!
aZvSx Forest Laboratories, Inc.
|
Important Additional Information
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.
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.
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Important Additional Information
Disclaimer re: Exclusivity Loss Management
The Companys successful management of the CELEXA loss of exclusivity does not guarantee successful
management of future loss of exclusivity cycles (such as with respect to LEXAPRO and NAMENDA) or
ability to replicate such results under current or future conditions.
Use of Non-GAAP Financial Information
Non-GAAP earnings per share information adjusted to exclude certain costs, expenses and other
specified items as summarized in the table below. This information is intended to enhance an
investors overall understanding of the Companys past financial performance and prospects for the
future. This information is not intended to be considered in isolation or as a substitute for
earnings per share prepared in accordance with GAAP.
FOREST LABORATORIES, INC. AND SUBSIDIARIES
SUPPLEMENTAL FINANCIAL INFORMATION
Reported earnings per share: $0.90 $0.39
Specified items, per share, net of tax:
DOJ investigations 0.39
Licensing payment to TransTech for glucose-lowering agents 0.17
Licensing payment to Blue Ash for azimilide 0.14
Adjusted Non-GAAP earnings per share: $1.04 $0.95 ^^m
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03.09.2011 Updates to Website DEFA14A
03.09.2011 Forest Labs -We Believe lcahn;s Nominees are Conflicted DEFA14A
OS.0S.2011 Forest Laboratories Sends Letter to Shareholders OEFA14A
0S.0S.2011 Updates to Website DEFA14A
OS OS 2011 Additional Materials DEFA14A
08.0S.2011 HHS-OIG Drops Potential Action Against Forest CEO DEFA14A
08.05.2011 Updates to Website DEFA14A
OS.05.2011 Forest Labs A Leading Pharmaceuticat Company DEFA14A
Forest Laboratories Issues Statement Regarding Litigatio-n with
08.05.2011 DEFA14A
Icahn
08 04 2011 Updates to Website DEFA14A
OS.04.2011 Icahns August 3rd Claims Are Filled With Misrepresentations DEFA14A
08.01.20-11 Updates to Website DEFA14A
03.01.2011 Forest Laboratories Sends Letter to Shareholders DEFA14A
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OS.01.2011 Forest Laboratories Sends Letter to Share holders DEFA14A
07.29.2011 Updates to Website OEFA14A
07.29.2011 Forest Laboratories Files Investor Presentation DEFA14A
07.2S.2011 Forest Labs A Leading Pharma Company DEFA14A
07 23 2011 Updates to Website DEFA14A
07.26.2011 Letter to Employees DEFA14A
07.19.2011 Updates to Website DEFA14A
07.19.2011 Excerpts from Q1 2012 Earnings Call DEFA14A
07.1S.2011 Website and Letter to Shareholders DEFA14A
07.13.2011 Letter to Sharehoiders DEFA14A
07.1S.2011 Letter to Employees DEFA14A
Forest Laboratories Announces Director Nominees for Election r-a
07.1S.2011 DEFA14A
at 2011 Annual Meeting
Forest Laboratories Files Definitive Proxy Materials for Annual
07.1S.2011 DEFA14A
Meeting to Be Held on Augjst 15. 2011
07.18.2011 Proxy Statement DEFC14A
07.12.2011 Letter to our Shareholders OEFA14A
07.03.2011 Preliminary 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
HOWE I PRESSRELEASES I SHAREHOLDER LETTERS I PRESENTATIONS & MATERIALS
I OUR NOMINEES I PROXY MATERIALS I SEC FILINGS I CONTACT
©
2011 Forest LaboratcriES, Inc; | Important InFcfmation
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