Glass Lewis Recommends Forest Shareholders Elect Company’s Entire Slate of Ten Board Nominees
August 02 2012 - 8:00AM
Business Wire
Forest Laboratories, Inc. (NYSE: FRX) (“Forest”) today commented
on the recommendation by Glass Lewis & Co., LLC (“Glass Lewis”)
that shareholders vote for all ten of Forest’s director nominees at
the Company’s Annual Meeting of Shareholders, which will be held on
August 15, 2012.
The Company stated, “We are very pleased that Glass Lewis has
recommended Forest shareholders vote for all ten of the Company’s
highly qualified and experienced director nominees. We believe this
positive recommendation reflects the high caliber of our
candidates, our outstanding track record and the strength of our
business. We recommend all shareholders vote on the white proxy
card to support the Company’s director slate.”
In recommending that shareholders support the Company’s entire
slate of director nominees, Glass Lewis stated:
- “…[I]n our view, the Company has been
publicly forthcoming regarding its future plans, which largely
entail building a broader drug portfolio rather than focusing on
one or two main drugs.” (Glass Lewis Report, August 1, 2012, page
13-14)
- “Moreover, we find that the Company has
made notable strides in its corporate governance, as the Company’s
newest independent directors appear to us to have been given
significant input in various matters...” (Glass Lewis Report,
August 1, 2012, page 17)
In recommending AGAINST Icahn’s nominees, Glass Lewis raises
several concerns including lack of independence, potential
conflicts of interest and unorthodox compensation arrangements that
could compromise the abilities of the Icahn nominees to serve in
the best interests of shareholders. In its report, Glass Lewis
stated:
- “Several of the Dissident Nominees have
arrangements that could be viewed by some as potential impediments
to their objectivity should they be elected to serve on the board.”
(Glass Lewis Report, August 1, 2012, page 16)
- “We note that Daniel Ninivaggi serves
as president and CEO of Icahn Enterprises L.P. (the publicly-traded
arm of the Icahn Group), while Mr. Ende has provided consulting
services to Mr. Icahn in connection with recent proxy contests
conducted by the Icahn Group at other biopharmaceutical companies.”
(Glass Lewis Report, August 1, 2012, page 16)
- “…[T]he arrangement [with Mr. Ende]
could be viewed as a potential conflict of interest, as the
incentive itself is predicated on Mr. Icahn’s profits on Forest
Labs’ stock as opposed to the returns of Forest Labs’ stock as a
whole. Further, the structure of the arrangement could potentially
encourage Mr. Ende to favor short term gains at the expense of
potentially higher returns in the longer run.” (Glass Lewis Report,
August 1, 2012, page 16)
- “…Mr. Fromkin would not be considered
independent by NYSE standards if he were to serve on the Company’s
board.” (Glass Lewis Report, August 1, 2012, page 16)
- “…[W]e recognize that the CVRs could be
viewed as a potential conflict of interest, as those rights may
incentivize [Mr. Fromkin] to push the Company to promote Viibryd at
the expense of other products or opportunities with potentially
higher returns.” (Glass Lewis Report, August 1, 2012, page 16)
The Company continued: “The Board is unanimous in its belief
that the Company’s current strategy positions Forest to deliver
sustainable value for all shareholders. Our Board is squarely
focused on building on the momentum we have behind our promising
new products and late-stage pipeline – which is one of the most
robust in the pharma industry. We are confident that our ten highly
qualified nominees possess the right combination of skills,
experience and expertise to ensure that our products reach their
maximum potential.”
Forest urges all shareholders to vote the WHITE card they have
received from Forest and to vote “FOR ALL” ten of Forest’s nominees
to its Board of Directors. Shareholders can vote by telephone,
Internet or by signing, dating and returning the Company’s WHITE
proxy card. Forest urges shareholders NOT to sign and to discard
any gold proxy card sent to them by Icahn or his affiliates. Even a
withhold vote for Icahn’s nominees on a gold proxy card will cancel
any previous proxy submitted by shareholders that voted “FOR ALL”
the Company’s nominees. Shareholders can find additional
information about the Forest Annual meeting at
http://www.frx2012annualmeeting.com.
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.
This document contains quotes and excerpts from certain
previously published material. Unless otherwise indicated, consent
of the author and publication has not been obtained to use the
material as proxy soliciting material.
If you have any questions, require assistance
with voting your WHITE proxy card,or need additional copies of the
proxy materials, please contact:
MACKENZIE PARTNERS, INC.
105 Madison AvenueNew York, NY 10016
frxproxy@mackenziepartners.com
(212) 929-5500 (Call Collect)OrTOLL-FREE (800)
322-2885
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.
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