- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
July 27 2012 - 5:16PM
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
(Amendment No. )
Filed by the
Registrant
x
Filed by a Party other than the Registrant
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Check
the appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material Pursuant to § 240.14a-12
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FOREST LABORATORIES, INC.
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(Name of Registrant as Specified in
Its Charter)
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(Name of person(s) filing proxy
statement, if other than the registrant)
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Payment of
Filing Fee (Check the appropriate box):
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No fee
required.
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Fee computed
on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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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):
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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.
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FOREST LABORATORIES SENDS LETTER
TO SHAREHOLDERS
Recommends Shareholders Support
All 10 of Forest’s Nominees, Who Have the Necessary Skills and Experience to
Successfully Launch the Next Generation of Products
Asks Shareholders to Vote the WHITE Proxy Card Today
NEW YORK, July
27, 2012 – Forest Laboratories, Inc. (NYSE: FRX) (“Forest”) today announced
that members of its Board of Directors are sending a letter to all Forest
shareholders in connection with the Company’s Annual Meeting on August 15, 2012.
The letter underscores Forest’s proven track record of successfully developing
and launching new drugs and details why Carl Icahn’s vague ideas for improving
the company are illogical and flawed.
Forest’s
Board of Directors continues to recommend that shareholders vote for all 10 of the
Company’s highly qualified director nominees on the WHITE proxy card.
For
information about Forest’s 2012 Annual Meeting of Shareholders, please visit:
www.FRX2012annualmeeting.com.
The text of
the July 27th letter follows:
July 27,
2012
Dear
Fellow Forest Shareholders,
On
behalf of the Forest Board of Directors, we wanted to write to you regarding an
important decision you will soon face. Forest Laboratories’ August 15th Annual
Meeting of shareholders is quickly approaching, and Carl Icahn is again
attempting to replace four of your directors with his own hand-picked
representatives. We believe his nominees are far less qualified than your
current directors and would bring no additional relevant experience that would
help build value for you.
In fact, we believe they would work to promote an
agenda that could destroy the value potential of Forest’s next generation of
products.
FOREST HAS A TANGIBLE TRACK
RECORD OF SUCCESS DEVELOPING AND LAUNCHING NEW PRODUCTS
Forest’s
Board and management team have worked for many years to build one of the most
promising product pipelines in the industry, receiving seven product approvals
in seven different indications in just the past five years. Notably, just last
week, we received FDA approval for aclidinium, which we will market under the
brand name Tudorza. We expect to receive approval for linaclotide in September
of 2012, and we are planning to file NDAs for levomilnacipran and cariprazine
later this calendar year. In
short, Forest has built a track record of new product development that compares favorably to its peers, as well as many of the largest global pharma companies
[1]
Forest’s Board and management team also have a proven track record of success launching, marketing and supporting products throughout their lifecycles, delivering four “blockbuster” drugs with over $1 billion in sales with Lexapro, Namenda, Celexa and Benicar – a remarkable achievement for any pharma company, particularly one of Forest’s size.
ICAHN’S IDEAS DEFY LOGIC AND HIS NOMINEES LACK THE EXPERIENCE TO CONTRIBUTE TO FOREST
Now, just as Forest is on the verge of unlocking the value of its “Next Nine” products as well as four high-value life cycle programs,
Carl Icahn advances as his central thesis the notion that the Company
should slash the resources necessary to successfully launch its products by hundreds of millions of dollars
.
[2]
Cutting back on Forest’s successful and proven marketing force at this time would be
akin to letting up on the throttle of a jet engine just as the plane is ready to take off. Not only does this defy logic, but we know of no one else in the investment community who supports such a reckless approach.
ICAHN’S APPROACH IS SIMPLY NOT CREDIBLE AND IS MUCH MORE LIKELY TO DESTROY SHAREHOLDER VALUE THAN CREATE IT
Icahn has not offered a viable plan or even a constructive idea to build value for you. Instead, he has offered only vague promises to “evaluate,” “assess” and “review” operational matters. Icahn’s list of suggestions consists of routine judgments that all pharmaceutical companies must make. Forest’s directors and management team regularly “evaluate,” “assess” and “review” each of the areas on Icahn’s list, and our track record of success in launching products, advancing our pipeline and delivering on our commitments to build shareholder value demonstrate that we have the right team, with the right qualifications, to maximize the value of the Company’s next generation of products.
YOUR HIGHLY QUALIFIED BOARD HAS THE RIGHT MIX OF OPERATING EXPERIENCE AND PHARMACEUTICAL INDUSTRY KNOWLEDGE TO GET THE JOB DONE
In contrast to Icahn’s nominees, the four directors he wants to replace – Dan L. Goldwasser, Kenneth E. Goodman, Lawrence S. Olanoff, M.D., Ph.D. and Lester B. Salans, M.D. – have, together with their other board members and our management team, performed a critical role in the successful launch of multiple products in rapid succession. This includes helping to guide the Company as it successfully launched
three blockbuster products
(Lexapro, Benicar, Namenda) during 2002-2004 and
five products
(Bystolic, Savella, Teflaro, Daliresp and Viibryd) from 2008-2011.
Your directors have been critical to the development and successful execution of our strategy. Collectively, we have years of experience skillfully acquiring new products, overseeing their clinical development, obtaining regulatory approval with appropriate labeling and timely marketing multiple products to achieve high sales levels. Among many other accomplishments, this board and management team:
[1]
Forest has delivered more new molecular entity approvals and new drug application (NDA)/BLA filings over the last three years than similarly sized companies such as Shire or Warner Chilcott, and has had the same number or more than much larger companies like GlaxoSmithKline, AstraZeneca, Merck and Eli Lilly.
[2]
See Icahn Shareholder Presentation, dated July 17, 2012 at slide 47.
ü
Have
experience identifying and developing a deep pipeline of product candidates;
ü
Have
built and managed complex partnerships that are critical to Forest’s success, such as those Forest has with Almirall, Gedeon Richter, Ironwood, Merck KGaA, Pierre Fabre, and Takeda;
ü
Have
worked directly with the FDA to obtain multiple product approvals within a short time frame;
ü
Have
developed and implemented marketing programs and managed sales forces to promote numerous pharmaceutical products launched within a short time frame;
ü
Have
managed a pipeline through the launches of multiple new products and related life cycle extensions in rapid succession; and
ü
Have
successfully launched multiple blockbuster products, including four in the last ten years.
Shareholders should ask themselves, what complementary skills or experience would Icahn’s nominees bring that the Forest Board does not already have?
The answer is NONE
. Moreover, we believe they bring conflicts and entanglements that would compromise their ability to act objectively in the interests of
all
shareholders.
Most importantly for the future of your investment, each of your directors is right now playing a critical role in the successful launch of Forest’s next generation of products.
We believe replacing them now – at this critical juncture in the Company’s development – to pursue the reckless notion of drastically cutting the resources necessary for successful product launches, carries a serious risk to your investment in Forest.
In our view, the better course is to vote for the team that has successfully carried out multi-product launches in the past, and is in the process of doing it again. That is the key to unlocking the value of Forest’s next generation of products and protecting your investment in our company.
We strongly recommend that shareholders vote the WHITE card they have received from Forest and to vote “
FOR ALL
” 10 of Forest’s nominees. Shareholders can vote by telephone, Internet or by signing, dating and returning the Company’s WHITE proxy card. Forest urges shareholders NOT to sign any proxy card sent to them by the Icahn Group. Even a withhold vote for Icahn’s nominees on Mr. Icahn’s gold proxy card will cancel any previous proxy submitted by shareholders that voted “
FOR ALL
” the Company’s nominees.
On behalf of the entire Board of Directors, we thank you for your continued support.
Sincerely,
/s/
Howard Solomon
Chairman of the Board and Chief Executive Officer
/s/
Kenneth E. Goodman
Presiding Independent Director
/s/
Gerald M. Lieberman
Chairperson, Nominating and Governance Committee
Forward-Looking Information
Except for the historical information contained herein, this document 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, director nominees 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 has filed its definitive proxy statement (as it may be amended, the “Proxy Statement”) with the U.S. Securities and Exchange Commission (the “SEC”) in connection with such solicitation of proxies from Forest shareholders. FOREST SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT AND ACCOMPANYING PROXY CARD AS THEY 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 can obtain the 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 are also 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.
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.
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
Additional Investor Contacts:
MacKenzie Partners
Dan Burch
1-212-929-5748
Charlie Koons
1-212-929-5708
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