Forest Laboratories Comments on Icahn Director Nominations
June 19 2012 - 3:54PM
Business Wire
Forest Laboratories, Inc. (NYSE: FRX) today announced that it
has received notice from entities affiliated with Carl C. Icahn
stating their intention to nominate four individuals to Forest’s
ten-member Board of Directors for election at the Company’s 2012
Annual Meeting. Mr. Icahn’s prior filing on May 30th named only
Eric J. Ende as a nominee. The additional nominees in the amended
filing are: Andrew J. Fromkin, Pierre Legault and Daniel A.
Ninivaggi.
In a statement, the Company said: “As we noted on May 30th, the
Nominating and Governance Committee of the Board will evaluate Mr.
Icahn’s nominees. We have a strong and independent Board, including
three new independent directors elected last year, who are
committed to acting in the best interests of all of Forest’s
shareholders. We believe Forest is very well positioned to build on
its longstanding track record of successful value creation.”
Forest also received a request from Mr. Icahn seeking to inspect
certain books and records of the Company. While the Company
believes the characterizations in Mr. Icahn’s demand are generally
unsupported and inaccurate, it will evaluate the merits of the
demand and determine in due course what documents, if any, Mr.
Icahn is entitled to under Delaware Law.
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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