- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
June 19 2012 - 4:47PM
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
DIRECTOR NOMINATIONS
NEW YORK, June 19, 2012 – 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 30
th
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 30
th
, 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.
Investor Contact:
Frank J. Murdolo
Vice President - Investor Relations, Forest Laboratories, Inc.
1-212-224-6714
media.relations@frx.com
Media Contacts:
Sard Verbinnen & Co
Hugh Burns/Renee Soto/Lesley Bogdanow
1-212-687-8080
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