- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
August 06 2012 - 8:10AM
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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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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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):
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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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.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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FOREST LABORATORIES TO FILE INVESTOR PRESENTATION AND WHITE PAPER
Outlines Important Facts for Shareholders in Advance of August 15 Annual Meeting
Recommends Shareholders Vote the WHITE Proxy Card FOR ALL Forest Nominees
NEW YORK, August 6, 2012 Forest Laboratories, Inc. (NYSE: FRX) (Forest) announced today that it will file an investor presentation and white paper with the Securities and Exchange
Commission (SEC) in connection with its Annual Meeting of Shareholders to be held on August 15, 2012. The documents were posted to
www.FRX2012annualmeeting.com
and will be available later today on the SECs website,
www.sec.gov
.
The presentation and white paper outline important facts for shareholders to consider in advance of the upcoming director
elections at Forests Annual Meeting, including:
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Forest continues to make significant progress advancing its late-stage pipeline, which is one of the most robust in the industry.
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Forest is poised to deliver strong returns to shareholders, and projects $6 billion in revenue by FY 2018.
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Forests focus on Primary Care Physicians (PCPs), who write the significant majority of prescriptions across multiple product classes, generates
significant operating leverage.
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Forest manages SG&A prudently, but broad cutbacks at this point as suggested by Carl Icahn threaten the products in its late-stage pipeline and
would destroy shareholder value.
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Forests Board, which represents an effective balance of continuing leadership and new perspectives, is well-equipped to drive the development of
the Companys valuable portfolio.
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Forests Board remains committed to strong corporate governance and has recently enhanced its governance and compensation policies.
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The quality of Board members is paramount, and Mr. Icahns candidates are not well-suited to serve on Forests Board; Glass
Lewis & Co., LLC supported all ten of Forests Board nominees.
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Forest urges shareholders to vote the WHITE
card they have received from Forest and to vote FOR ALL 10 of Forests nominees to its Board of Directors. Shareholders can vote by telephone, Internet or by signing, dating and returning the Companys WHITE proxy card. Forest
urges shareholders NOT to sign any proxy card sent to them by the Icahn Group. Any later vote using Mr. Icahns gold proxy card, even to withhold votes from Icahns nominees, can cancel a previous WHITE proxy submitted by shareholders
voting FOR the Companys nominees. If you have already voted using an Icahn gold proxy card, you have every right to change your vote by executing and returning the enclosed WHITE proxy card. 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. at 105 Madison Avenue, New York, NY 10016;
frxproxy@mackenziepartners.com
; (212) 929-5500 (Call
Collect) or (800) 322-2885 (Toll Free).
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 Forests 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 Companys 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 Forests 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 SECs 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.
If you have any questions, require assistance with voting your WHITE proxy card,
or need additional copies of the proxy materials, please contact:
105 Madison Avenue
New York, NY 10016
frxproxy@mackenziepartners.com
(212) 929-5500 (Call Collect)
Or
TOLL-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. Forests 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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