- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
May 30 2012 - 5:29PM
Edgar (US Regulatory)
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
Filed by the Registrant
x
Filed by a party other than the
Registrant
¨
Check the appropriate box:
_ Preliminary Proxy Statement
_
Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
_ Definitive Proxy Statement
_ Definitive Additional Materials
x
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):
x
No fee required.
_
Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
(1) Title of each class of
securities to which transaction applies:_____________________________________
____
(2) Aggregate number of
securities to which transaction applies:____________________________________
(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):__________________
(4) Proposed maximum aggregate
value of transaction:____________________________________________
(5) Total fee
paid:_________________________________________________________________________
_
Fee paid previously with preliminary materials.
_ Check 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:________________________________________________________________
(2) Form, Schedule or
Registration Statement No.:_______________________________________________
(3) Filing
Party:___________________________________________________________________________
(4) Date
Filed:____________________________________________________________________________
FOREST
LABORATORIES COMMENTS ON ICAHN 13D FILING
NEW YORK, May 30, 2012 – 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.
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
# # #
Forest Road Acquisition (NYSE:FRX)
Historical Stock Chart
From Aug 2024 to Sep 2024
Forest Road Acquisition (NYSE:FRX)
Historical Stock Chart
From Sep 2023 to Sep 2024