Forest Laboratories, Inc. (NYSE: FRX) (“Forest”) today issued
the following open letter to all Forest shareholders.
Forest’s Board of Directors continues to recommend that
shareholders vote for all ten 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 letter follows:
August 13, 2012
Dear Fellow Forest Shareholders,
Forests Laboratories’ August 15th Annual Meeting of shareholders
is just two days away, and your support for Forest’s board of
directors is more important than ever. We urge you to vote the
WHITE CARD in support of all ten of Forest’s highly qualified
nominees, who are committed to serving the best interests of all
shareholders and maximizing shareholder value over the long
term.
FOREST HAS A PROVEN TRACK RECORD AND
OUR NOMINEES
DESERVE YOUR SUPPORT
Forest’s Board has the right combination of independence – with
five new independent directors added in the last six years – and
experienced directors with a proven track record of identifying,
acquiring, developing and bringing new products to market. Our
success has continued for many years, and we have delivered for
Forest shareholders four blockbuster products – CELEXA, LEXAPRO,
BENICAR and NAMENDA – all focused on the Primary Care
Physician. We owe this track record to the careful selection of
products with proven proof-of-concepts, properly structured and
targeted clinical trials, and keen focus on the FDA approval
process that your Board has overseen and directed.
Forest has been strategic, methodical and relentless in
developing a next generation of products that will build
sustainable value for shareholders. Our next nine and four
lifecycle products represent more than ten years of planning and
execution aimed at replacing two remarkably successful products –
LEXAPRO and NAMENDA – that we built with strong research and
marketing support to peak sales levels and trajectories that far
exceeded analysts’ estimates when they were launched.
Since 2008, we have licensed, developed and launched four
products – BYSTOLIC, SAVELLA, TEFLARO and DALIRESP – and acquired
and launched VIIBRYD. And, as we promised last year, we have
successfully hit key milestones and are poised to generate
significant value for shareholders with our next generation of
products. On July 23rd, 2012, we received FDA approval for
aclidinium, which will be launched later this year under the brand
name TUDORZA, and we are expecting FDA approval of linaclotide in
September – powerful proof that our long-term pipeline planning is
bearing fruit.
Today, Forest has one of the most robust and diverse late-stage
pipelines in the industry. We are proud to compare our track record
to any big pharma company. Forest has had more new product
approvals and NDA filings over the last three years than
similarly-sized peers such as Shire or Warner Chilcott, and has had
as many or more than much larger companies like GlaxoSmithKline,
AstraZeneca, Merck and Eli Lilly. Forest is the only mid-cap pharma
company ever to have launched four blockbuster products, and we are
applying the same proven strategies that propelled these products
to success to our exciting pipeline of nine and four lifecycle
extensions and combination products.
Advancing a late-stage pipeline is a long, complex – but
ultimately rewarding – process, and we are proud of our track
record of success. With an effective balance of leadership
continuity and fresh perspectives, your Board possesses the right
skills and expertise to sustain the momentum we have behind our
late-stage pipeline and promising new products to ensure that they
reach their maximum potential.
FOREST IS COMMITTED TO STRONG CORPORATE
GOVERNANCE AND
OUR NOMINEES DESERVE YOUR
SUPPORT
Your Board continually reviews and updates Forest’s corporate
governance framework and policies in light of current best
practices, shareholder feedback, and the evolving needs of Forest’s
business. We have spoken with many of our shareholders directly and
have discussed our commitment to improving shareholder value and
best corporate governance practices. We listened to shareholders
last year and delivered on our promises and we will continue to
deliver on our promises in the future.
The three new independent directors who were elected last year
have taken active roles on the Board, including serving as Chairmen
of the Audit Committee and Nominating and Governance Committee and
as members of the Compensation Committee and the committee that is
overseeing our succession planning process. This robust,
independently-led process to evaluate both internal and external
candidates is well underway, with the assistance of a leading
executive search firm.
Over the past year, your Board engaged Robert C. Clark, former
Dean of Harvard Law School and a leading authority in corporate law
and corporate governance, to review the Company's governance
practices and advise on best practices. In connection with that
review, we have made several enhancements to our corporate
governance policies, including implementing new stock ownership
guidelines and further aligning our compensation policies with
shareholder interests. For more information on these enhancements,
please see our letter to shareholders dated August 10, 2012 and the
investor presentations we filed on August 6, 2012, all of which are
available on our website at www.FRX2012annualmeeting.com.
We are confident in the ability of our shareholders – large
and small – to make the right decision. Your Board and
management team are confident in Forest’s bright future and deserve
your support. Please vote the WHITE card for all ten of Forest’s
nominees today.
VOTE THE WHITE CARD TO SUPPORT
FOREST’S HIGHLY QUALIFIED BOARD
NOMINEES
Your Board unanimously recommends that you vote for all ten of
our highly qualified director nominees on the WHITE proxy card.
Your vote is very important, no matter how many shares you own. You
may vote by telephone, Internet, or by signing, dating and
returning the enclosed WHITE proxy card in the postage-paid
envelope. Your Board also urges you to discard any GOLD proxy card
sent to you by Icahn or his affiliates. Any later vote using
Icahn’s GOLD proxy card, even to withhold votes from Icahn’s
nominees, can cancel a previous WHITE proxy submitted by
shareholders voting “FOR” Forest Board’s 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.
On behalf of the Board of Directors, we thank you for your
continued support of our Company.
Sincerely,
/s/ Howard Solomon Chairman of the Board and Chief Executive
Officer /s/ Kenneth E. Goodman Presiding Independent Director
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 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. 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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