Forest Laboratories Sends Open Letter to Shareholders
August 16 2011 - 7:48AM
Business Wire
Forest Laboratories, Inc. (NYSE: FRX) (“Forest”) today sent the
following open letter to all Forest shareholders in connection with
the Company’s Annual Meeting, which will be held on August 18,
2011.
August 16, 2011
Dear Fellow Shareholders,
The Forest Annual Meeting will be held in less than three days,
on Thursday, August 18, 2011 at 10:00 am EDT. How you vote at this
meeting will be critical to your investment and the future of your
Company. You have the opportunity to support Forest and our ten
talented and extremely experienced Board nominees, each of whom is
committed to building value for all our shareholders and are the
most qualified to lead this
company forward. We are writing to ask for your support – which you
can deliver by voting the WHITE card.
We always welcome constructive input from our shareholders, and
over the past few weeks, we have had the opportunity to meet with
many of you and engage in thoughtful and productive conversations
concerning the future of our company. We have learned a great deal
throughout this process and sincerely appreciate the honest and
helpful feedback we have received. The entire Forest Board is
wholeheartedly committed to delivering value for shareholders and
to upholding the highest standards of corporate governance – and we
are taking some additional steps to underscore these
commitments.
Forest Announces New Accelerated Share
Repurchase Program
Yesterday, Forest announced its intention to repurchase an
additional $350 million of its shares under an accelerated share
repurchase program. This is in addition to the two $500 million
accelerated share repurchases implemented in the last 14 months and
the $4.4 billion of capital that Forest already has returned to
shareholders through repurchases over the past five years.
Over the years, Forest has allocated capital efficiently,
maintaining a strong balance sheet that has enabled the Company to
return significant capital to shareholders while building one of
the deepest, diversified and most promising product portfolios in
the industry. Forest has maintained a disciplined and measured
approach, including acquiring Clinical Data and Novexel in the last
two fiscal years – both of which have meaningfully strengthened and
diversified our late-stage pipeline. As we look towards the future,
we expect our ongoing flexibility will continue to provide us with
the ability to pursue additional promising opportunities as they
arise in the marketplace.
Continued Enhancement of Our Corporate
Governance Practices
At Forest we have always taken pride in our corporate governance
and continually look for new ways to improve our practices. That is
why – in addition to our three new, independent nominees, who we
anticipate will make significant contributions to our Board and
serve on key committees – we have decided to recommend that our
board make a commitment, which would be part of our Corporate
Governance Guidelines, to consult at least once per year with
leading corporate governance experts to stay abreast of best
practices and consider how they might apply to Forest. Our
Nominating and Corporate Governance Committee – comprised of
independent directors – will select the appropriate experts,
consult with them, and make recommendations to the full Board
regarding any reforms that should be enacted. We believe this
reflects our Board’s serious and long-term commitment to
maintaining a culture of good corporate governance on our Board and
ethics and integrity throughout our Company.
TIME IS SHORT – SHOW YOUR SUPPORT FOR
FOREST’S NOMINEES – VOTE THE WHITE PROXY CARD BY TELEPHONE OR
INTERNET TODAY!
We look forward to seeing many of you at the meeting on
Thursday. If you are unable to attend, you can still 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.
On behalf of Forest’s Board of Directors, we thank you for your
continued support.
Sincerely,
/s/
Howard SolomonChairman of the Board and Chief Executive
Officer
/s/
Kenneth GoodmanPresiding 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.
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 AvenueNew York, NY 10016
frxproxy@mackenziepartners.com
(212) 929-5500 (Call Collect)OrTOLL-FREE (800)
322-2885
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