Forest Laboratories Comments on Icahn 13D Filing
May 30 2012 - 5:38PM
Business Wire
Forest Laboratories, Inc. (NYSE: FRX) today issued the following
statement in response to a Form 13D filing with the Securities and
Exchange Commission (SEC) by High River Limited Partnership and
other entities affiliated with Carl C. Icahn, stating an intention
to nominate a minority slate of candidates, including Dr. Eric
Ende, for election to Forest’s Board of Directors at the Company’s
2012 Annual Meeting.
With the exception of Dr. Ende, who was one of the nominees that
Mr. Icahn unsuccessfully put forth at the 2011 Forest Annual
Meeting, Mr. Icahn’s proposed slate of nominees has not yet been
identified. If Mr. Icahn makes the nomination, the Nominating and
Governance Committee of Forest’s Board will evaluate the nominees
and make a recommendation. All of Forest’s directors are up for
reelection at the 2012 Annual Meeting.
Howard Solomon, Chairman, Chief Executive Officer and President
of Forest said, “We always value constructive input from our
shareholders, but we are puzzled and disappointed that Mr. Icahn’s
first chosen method of engagement since last year is the threat of
yet another proxy contest.”
Mr. Solomon continued, “Forest Laboratories is strong and
performing well. We are executing on the plan outlined last year.
We have continued to advance our late stage R&D pipeline
through the FDA, successfully launched Daliresp and Viibryd -- our
two most recent primary care products -- and reported solid
financial performance for fiscal 2012 as we managed expected patent
expirations. We are optimistic about our future prospects and
believe we are well positioned to build on our strong track record
of success, while continuing to deliver groundbreaking therapies to
the patients and communities we serve.”
“Our talented leadership team – including a strong, experienced
and independent Board – remains focused on continuing to build
sustainable momentum and value for all shareholders. Last year, we
substantially strengthened our Board, adding three new independent
directors: Christopher Coughlin, Gerald Lieberman and Brenton
Saunders, each of whom serves on two of our Board committees. These
additions have enhanced our Board through their operational skills,
financial acumen, investor perspective, compliance expertise, and
corporate governance experience.”
Solomon noted that all three of the new independent directors
are members of the Compensation Committee; Mr. Coughlin serves as
the chairman of the Audit Committee; Mr. Lieberman serves as
chairman of the Nominating and Corporate Governance Committee; and
Mr. Saunders serves on our Board Compliance Committee.
About Forest Laboratories
Forest Laboratories' (NYSE: FRX) longstanding global
partnerships and track record developing and marketing
pharmaceutical products in the United States have yielded its
well-established central nervous system and cardiovascular
franchises and innovations in anti-infective, respiratory,
gastrointestinal and pain management medicine. Forest’s pipeline,
the most robust in its history, includes product candidates in all
stages of development across a wide range of therapeutic areas. The
Company is headquartered in New York, NY. To learn more, visit
www.FRX.com.
Forward-Looking Information
Except for the historical information contained herein, this
release 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, and the risk factors listed from time to time in Forest
Laboratories’ Annual Report on Form 10-K, Quarterly Reports on Form
10-Q and any subsequent SEC filings.
Important Additional Information
Forest Laboratories, its directors 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’ 2012 Annual Meeting. Forest
Laboratories intends to file a proxy statement with the U.S.
Securities and Exchange Commission (the “SEC”) in connection with
any such solicitation of proxies from Forest shareholders.
FOREST SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ ANY SUCH
PROXY STATEMENT AND ACCOMPANYING PROXY CARD WHEN THEY BECOME
AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Information regarding the ownership of Forest’s directors and
executive officers in Forest stock, restricted stock and options is
included in their SEC filings on Forms 3, 4 and 5, which can be
found at the Company's website (www.frx.com) in the section
“Investors.” More detailed information regarding the identity of
potential participants, and their direct or indirect interests, by
security holdings or otherwise, will be set forth in the proxy
statement and other materials to be filed with the SEC in
connection with Forest Laboratories’ 2012 Annual Meeting.
Information can also be found in Forest’s Annual Report on Form
10-K for the year ended March 31, 2012, filed with the SEC on May
25, 2012. Shareholders will be able to obtain any 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 will also be 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.
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