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
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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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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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FOREST LABORATORIES ISSUES OPEN LETTER TO SHAREHOLDERS
Recommends Shareholders Vote the WHITE Proxy Card FOR ALL Forest Nominees
NEW YORK, August 13, 2012 Forest Laboratories, Inc. (NYSE: FRX) (Forest) today issued the following open letter to all Forest shareholders.
Forests Board of Directors continues to recommend that shareholders vote for all ten of the Companys highly qualified director nominees on
the WHITE proxy card. For information about Forests 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
Forests board of directors is more important than ever.
We urge you to vote the WHITE CARD in support of all ten of Forests 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
Forests 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 Forests corporate governance framework and policies in light of current best practices, shareholder feedback, and the evolving needs of
Forests 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 Companys 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 Forests bright future and deserve your support. Please vote the WHITE card for all ten of Forests nominees today.
VOTE THE WHITE CARD TO SUPPORT
FORESTS 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 Icahns GOLD proxy card, even to withhold votes
from Icahns nominees, can cancel a previous WHITE proxy submitted by shareholders voting FOR Forest Boards 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 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. 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:
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 PresidentInvestor 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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