Forest Laboratories, Inc. (NYSE: FRX) today announced that,
pursuant to an agreement with Carl C. Icahn and affiliated
entities, its Board has appointed Vincent J. Intrieri as a new
independent member of its Board of Directors. As part of the
agreement, Mr. Icahn has agreed to vote the shares that he controls
in support of Forest’s 11 director nominees and not run a proxy
contest at the Company’s 2013 annual meeting and to certain
standstill restrictions that will be in effect generally so long as
Mr. Intrieri serves on the Board. Mr. Intrieri will become the
fifth member of the independent committee overseeing succession
planning.
Forest’s nominees for election at the 2013 Annual Meeting will
include current directors: Nesli Basgoz, M.D.; Christopher J.
Coughlin; Kenneth E. Goodman; Pierre Legault; Gerald M. Lieberman;
Lawrence S. Olanoff, M.D., Ph.D.; Lester B. Salans, M.D.; Brenton
L. Saunders; Howard Solomon and Peter J. Zimetbaum, M.D; as well as
Mr. Intrieri.
Howard Solomon, Chairman, Chief Executive Officer and President
of Forest said, “We are pleased that Mr. Intrieri has joined our
Board of Directors and believe that, given his significant
financial expertise and board experience, he will offer a new
perspective and valuable insights that will further strengthen our
diverse and independent board. We look forward to working with him
in a constructive manner to benefit all of our shareholders.”
Carl C. Icahn said, “We are happy to have been able to avoid the
necessity for a distracting fight so that management’s energies, as
well as our own, can be focused on more productive purposes. We are
pleased that between last year’s proxy contest and this agreement,
Forest’s 11-person Board now has two additional independent voices.
We have a very strong track record of helping to strongly enhance
shareholder value through minority board representation. I have
spoken to Howard Solomon several times in the last month and do not
believe that our views concerning Forest are that far apart. In
light of Forest’s attractive emerging product line, we both believe
that we can work together to bring major changes that will enhance
shareholder value. We look forward to a constructive relationship
with the Board and are excited about Forest’s future
prospects.”
Vincent J. Intrieri, said, “I am excited to join the Forest
Board. Forest has built an unrivaled late-stage pipeline and
portfolio of new products and has truly exceptional opportunities
ahead. I look forward to working with the Board and management to
drive performance and increase shareholder value.”
Mr. Solomon added, “In the past year, Forest has continued to
deliver on its commitment to advance its industry-leading portfolio
of late-stage pipeline and newly-launched products. Our two most
recent product launches – Tudorza and Linzess – are performing very
well and in line with our expectations, and sales of our other
recently launched products – Bystolic, Savella, Teflaro, Daliresp
and Viibryd – continue to gain momentum. In addition, later this
year, we will hear back from the FDA on the status of our New Drug
Applications for levomilnacipran and cariprazine in July and
November, respectively. We have a strong, diverse Board in place
committed to building sustainable momentum and value for
shareholders, and I am confident we can continue to advance our
pipeline and further position Forest for future growth and
success.”
The agreement between Forest and Mr. Icahn will be filed on Form
8-K with the Securities and Exchange Commission.
Biography of Vincent J. Intrieri
Vincent J. Intrieri, 56, has been employed by Icahn-related
entities since October 1998 in various investment-related
capacities. He currently serves on the boards of CVR Energy, Inc.,
CVR Refining, LP, Navistar International Corporation, Chesapeake
Energy Corporation and Federal−Mogul Corporation. He is a former
director of Icahn Enterprises L.P., Motorola Solutions, Inc., Lear
Corporation, WestPoint International, Inc., National Energy Group,
Inc., XO Holdings LLC, American Railcar Industries, Inc., PSC
Metals, Inc. and Viskase Companies, Inc. Mr. Intrieri received his
Bachelor’s degree in Accounting from The Pennsylvania State
University and was a certified public accountant.
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.
Forward-Looking Information
Except for the historical information contained herein, this
release 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. Forest assumes no obligation
to update forward-looking statements contained in this release to
reflect new information or future events or developments.
Important Additional Information
The Company intends to file a proxy statement with the
Securities and Exchange Commission (the “SEC”) in connection with
the solicitation of proxies for the 2013 Annual Meeting (the “Proxy
Statement”). Details concerning the nominees of the Company’s Board
of Directors for election at the 2013 Annual Meeting will be
included in the Proxy Statement. The Company and its directors and
executive officers may be deemed to participate in the solicitation
of proxies in respect of the 2013 Annual Meeting. Additional
information regarding the interests of such potential participants
will be included in the definitive Proxy Statement. BEFORE MAKING
ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE
URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE
SEC, INCLUDING THE COMPANY’S DEFINITIVE PROXY STATEMENT, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders
will be able to obtain a copy of the definitive proxy statement and
other documents filed by the Company free of charge from the SEC’s
website, www.sec.gov. The Company’s shareholders will also be able
to obtain, without charge, a copy of the definitive Proxy Statement
and other relevant filed documents by directing a request by mail
to Forest Laboratories, Inc., 909 Third Avenue, New York, NY 10022,
or from the Company’s website, http://www.frx.com.
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