- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
May 31 2012 - 4:31PM
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:_________________________________________________________________________
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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.
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Party:___________________________________________________________________________
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May 31, 2012
To All Employees,
Yesterday, investor Carl Icahn
and his affiliates filed a Form 13D with the U.S. Securities and Exchange Commission,
publicly disclosing that he plans to nominate a group of candidates for
election to Forest’s Board of Directors at our 2012 Annual Meeting, which we
expect will be held in August. We are disappointed and puzzled that Mr.
Icahn’s first attempt to engage with our company since last year’s annual
meeting was through the threat of another proxy contest.
Mr. Icahn has not yet identified
the individuals that he plans to nominate, other than Dr. Eric Ende. Some of
you may recall that Dr. Ende was one of the four nominees Mr. Icahn put forth
last year, none of whom were elected to our board. Mr. Icahn also has not
specified how many individuals he plans to nominate this year, although he has
stated that he intends to run a slate that would constitute a minority of our
ten-member board if elected.
Most importantly, Forest has
continued to perform very well, thanks in large part to good work by all of
you. In March, we completed a very successful fiscal year in which we further
progressed our late stage R&D pipeline through the FDA, launched Daliresp
and Viibryd, our two new primary care products, and reported solid financial
performance as we managed through expected patent expiration issues.
Last year as you will recall,
Mr. Icahn was critical of Forest Labs in the press as he pursued his proxy
contest. He may make similar comments this year as we get closer to the 2012
Annual Meeting. His criticisms are typical for someone looking to garner media
and investor attention in a proxy contest. I urge you not to be distracted by
them. The best thing you can do is to stay focused on your responsibilities.
As always, any media or shareholder inquiries should be directed to Frank
Murdolo at (212) 224-6714.
Thank you again for your hard work and dedication to Forest.
Sincerely,
/s/ Howard Solomon
Howard Solomon
Chairman, Chief Executive Officer and President
# # #
# #
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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