Forest Laboratories, Inc. (NYSE: FRX) (“Forest”) today sent the
following open letter to all Forest shareholders in connection with
the Company’s Annual Meeting on August 18, 2011.
August 15, 2011
Dear Fellow Shareholders,
As you know, our Annual Meeting will be held this Thursday,
August 18, 2011 at 10:00 am EDT. This year’s meeting marks a
critical juncture for the Company’s future. We believe you can
enhance the value of your investment in Forest by supporting our
slate of ten talented, experienced and extremely well qualified
Board nominees. Each of the nominees is committed to building value
for all our shareholders.
THERE IS STILL TIME TO VOTE YOUR SHARES BY
PHONE OR INTERNET!
Leading proxy advisory firms Institutional Shareholder
Services (ISS) and Egan-Jones agree with your Board’s unanimous
recommendation that you vote for our entire slate. Your vote
is important – no matter how many shares you own. Please vote the
WHITE proxy card by phone or internet today FOR ALL Forest
nominees.
The Forest Board and Management Team Have
Created Billions for Stockholders
Forest’s Board and management team have a long track record of
delivering superior performance and creating value for
shareholders. Since June 30, 1991, Forest’s share price has grown
774.2% at an 11.5% compounded annual rate, and the Company has
split its stock three times two-for-one during the last 20
years.
The strength of Forest’s business and balance sheet has enabled
us to devote significant capital to business development
opportunities while regularly returning capital to our
shareholders.
- Over the past 20 years, the Company has
returned approximately $4.8 billion of capital to shareholders
through stock repurchases.
- In the past year alone, Forest 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.
- The Company has the capital and a solid
balance sheet to fund additional new business opportunities and
execute additional share repurchases.
The following chart details the value created for and
distributed to Forest shareholders over the past 20 years:
[SEE CORRESPONDING GRAPHIC]
We Believe Forest’s Nominees To Be Far More
Qualified Than Icahn’s
All ten Forest candidates are committed to transparency and
responsiveness, and will work on behalf of all investors and ensure
board-level focus on maximizing the potential of our robust
pipeline. Our slate represents an appropriate balance of new
perspectives and board members who have helped build value and
execute the Company’s strategy over the longer term.
In addition to our 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” independent nominees –
Christopher Coughlin, Gerald Lieberman and Brent
Saunders – are highly accomplished professionals who bring to
the Board their operational skills, financial acumen, investor
perspective, compliance expertise, and corporate governance
experience that will be instrumental to our future growth and
success. We anticipate that these new independent directors would
make significant contributions to our board and join our continuing
directors on the key Board committees, and with their election,
Forest will have added six new directors in the past five
years.
Leading Proxy Advisory Firms Recommend that
ShareholdersSupport Forest’s Nominees
We are gratified that three independent proxy advisory firms
have announced their strong support for Forest’s nominees. We
believe the following recommendations 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:
- 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 Forest’s
nominees.
- 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
Forest’s nominees.
- Glass Lewis rejected all but one of
Icahn’s nominees, thereby effectively supporting 9 OUT OF 10 of Forest’s nominees.
Icahn’s Nominees Have Failed In Our View to
Prove They Deserve Your SupportReject Their Bid For Your
Vote – Do Not Sign the Gold Proxy Cards
We believe Icahn has offered no good reasons to elect his
hand-picked nominees, who lack operational experience, have in our
view significant conflicts of interest and have shown themselves as
not understanding Forest’s business.
- Richard Mulligan and Eric Ende have no
previous corporate operating or management experience and have no
expertise in compliance or governance. During Richard Mulligan’s
six years of combined service as a director of ImClone, Biogen Idec
and Enzon, none of these companies had a new product approved in
the U.S.
- During Alex Denner’s involvement with
ImClone, Biogen Idec, 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.
- We believe Alex Denner and Richard
Mulligan are seriously conflicted due to their service as directors
on the Boards of Biogen Idec and Amylin, two companies that compete
with Forest for new product licensing and acquisition opportunities
in important and overlapping therapeutic areas.
- 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 Icahn’s 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.
Late last week, Icahn nominee Alex Denner made generic
assertions about “applying return on investment rigor” and promised
to focus “on medicines prescribed by primary-care physicians and
seek ways to reduce spending.” While these superficial sound bites
may get media attention, they do not constitute a real strategy and
underscore Denner’s apparent lack of understanding of Forest’s
business.
It is telling that Denner, who purports to have experience
qualifying him to be a director, would make such uninformed
assertions. Anyone who had taken the time to study our business
would know that the core of Forest’s marketing strategy has always
been focused on primary care and the few non-primary care products
Forest does have are highly profitable because they have lower
marketing costs. In addition, we believe our shareholders and
analysts understand that cutting spending while launching five new
products is a recipe for failure.
* * * * * *
We also are pleased to announce that we recently reached an
agreement with plaintiffs who were seeking to enjoin Forest’s
Annual Meeting from proceeding as planned. In connection with this
agreement, Forest today is filing with the Securities and Exchange
Commission and is posting to its website
(www.FRX2011annualmeeting.com) a copy of the complaint along with
certain additional information. We are very pleased to have
resolved this aspect of the matter so quickly.
TIME IS SHORT – SHOW YOUR SUPPORT FOR
FOREST’S NOMINEES – VOTETHE WHITE PROXY CARD BY TELEPHONE OR
INTERNET TODAY!
Support your Board by voting the WHITE proxy card by
telephone or internet TODAY. We also urge you to DISCARD
ANY GOLD PROXY CARD sent to you by Carl Icahn. If you have
already returned a gold proxy card, you can change your vote by
internet or phone, using the information on your WHITE proxy card.
Only your latest dated proxy card will be counted.
Shareholders who have questions or need assistance voting their
shares can e-mail frxproxy@mackenziepartners.com or call MacKenzie
Partners toll-free at (800) 322-2885.
Over the past few weeks, we have had many meetings and
conversations with stockholders who have shared their views on a
wide range of topics, including Forest’s corporate governance. We
appreciate this input and remain committed to continuing to build
value for our shareholders and striving for the highest standards
of corporate governance.
On behalf of Forest’s Board of Directors, 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 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
1 ISS Proxy Report, August 10, 2011, p. 242 Egan-Jones Proxy
Report, July 28, 2011, p.6
Photos/Multimedia Gallery Available:
http://www.businesswire.com/cgi-bin/mmg.cgi?eid=6829834&lang=en
Forest Road Acquisition (NYSE:FRX)
Historical Stock Chart
From Jun 2024 to Jul 2024
Forest Road Acquisition (NYSE:FRX)
Historical Stock Chart
From Jul 2023 to Jul 2024