Forest Laboratories Issues Statement on Icahn Letter
June 29 2012 - 1:35PM
Business Wire
Forest Laboratories, Inc. (NYSE: FRX) today issued the following
statement in response to a letter it received from Carl C.
Icahn:
“We regret that Mr. Icahn has resorted once again to his tired
playbook designed for maximum distortion, distraction and
litigation rather than engaging constructively with the Company.
Mr. Icahn continues to ignore the substantial progress Forest has
made over the past year, including the launches of Teflaro,
Daliresp and Viibryd in 2011 and the filing of NDAs for aclidinium
and linaclotide, which we expect will be approved in the coming
months. Instead, Mr. Icahn is simply recycling arguments that were
rejected last year by the vast majority of Forest shareholders, and
has nominated a director slate led by Eric Ende, who received the
lowest number of votes of any of the fourteen nominees to Forest’s
board last year. While we remain prepared to engage in a reasonable
dialogue with Mr. Icahn, we think most people see through his
attempt to reinvent himself as a ‘governance guru.’
“With respect to his comments about succession, the idea that
Forest has been less than forthcoming could not be further from the
truth. In November 2010, Forest announced a series of senior
executive promotions, which were implemented to ensure a successful
CEO transition at the appropriate time. As previously disclosed,
the Company is engaged in ongoing succession planning, led by its
independent directors, who have retained a leading executive search
and recruitment firm to, among other things, provide internal
candidate evaluation and external candidate benchmarking services.
Howard Solomon is one of the most successful CEOs in the industry
and it would be both inappropriate and unusual to announce his
successor at this time.
“Mr. Icahn is also wrong when he states that Forest has not
fulfilled its commitment to consult with a leading corporate
governance expert. The Company has consulted with Dean Robert Clark
of Harvard Law School, who has advised the Company on a range of
topics, including the succession process. The Company has not only
consulted with Dean Clark, but it has taken several steps to
enhance its corporate governance, which are publicly available on
the Corporate Governance section of the Forest website.”
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 has filed a preliminary proxy statement with
the U.S. Securities and Exchange Commission (the "SEC") with
respect to the 2012 Annual Meeting of Shareholders and intends to
file a definitive proxy statement as well. The definitive proxy
statement and white proxy card will be mailed to shareholders of
Forest. 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 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, is 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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