Recommends Shareholders Vote the WHITE Proxy Card FOR ALL Forest Nominees
Forest Laboratories Responds to False and Misleading Statements by Carl Icahn
Forest Laboratories, Inc.Frank J. MurdoloVice President - Investor Relations, Forest Laboratories, Inc.1-212-224-6714orSard Verbinnen & CoHugh Burns/Renee Soto/Lesley Bogdanow1-212-687-8080orMacKenzie PartnersDan Burch, 1-212-929-5748Charlie Koons, 1-212-929-5708
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 10 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: .
The text of the letter follows:
August 10, 2012
Dear Fellow Shareholders:
In the past few days, Carl Icahn has twisted the facts yet again on two important topics: the industry-standard change of control provisions contained in our licensing joint venture agreements and the actions that Forest has taken to fulfill its commitments to shareholders on corporate governance. We regret that Mr. Icahn is making these false and misleading statements less than a week before our annual meeting in an egregious and desperate attempt to manipulate the results of the election, and we are compelled to set the record straight. Here are the facts.
The Cypress agreement to which Icahn refers was filed publicly years ago, and Icahn is the one that caused the delay of which he now complains by refusing the other joint venture agreements that Forest offered to him weeks ago before Icahn chose to proceed to trial. The timing of Forest’s disclosures has been set by the Delaware Chancery Court, according to a schedule that Icahn himself approved, and Forest is complying with its directives.
Forest’s joint venture agreements are not structured to deter a potential acquisition. As Icahn and Ende should know, given their purported pharma experience, change of control provisions in drug licensing agreements are standard and conventional, and they are required by our joint venture partners. These provisions provide an important incentive for potential joint venture partners to entrust Forest with the development and commercialization of proprietary compounds, which are their “crown jewels.” Without these provisions, Forest would not have been able to form the types of partnerships that have enabled it to build one of the most robust pipelines in the industry.
For example, these provisions address circumstances under which someone trying to acquire Forest might have a directly competing product or product in development and a possibility of disfavoring the joint venture partner’s licensed product. Our joint venture partner might not be confident that this new party would devote the appropriate resources and support to its product.
That’s why these provisions, negotiated at arms’ length with third parties, exist in some of our agreements – not to thwart takeovers. As we have consistently told investors and analysts for years, the provisions we have agreed to are appropriately tailored to do just that.
In the very rare event of an acquisition never agreed to by the Board, Forest’s joint venture partners would only be able to exit upon paying Forest fair market value for the asset that is the subject of the agreement. This means that any potential acquirer would be fairly compensated for Forest’s investment in these products.
Icahn’s recent statements about our corporate governance commitments are yet another complete distortion of the facts. As Forest has said all along, our independent directors selected a leading corporate governance expert, Dean Robert Clark of Harvard Law School, who consulted with our independent directors and full Board. After the Forest Board met with Dean Clark, the Board further enhanced its corporate governance framework, and as promised, the Company has also publicly committed to meet with a leading corporate governance expert annually. The fact is that the Forest Board has kept its promise.
With respect to his engagement with Forest, Dean Clark said, " .”
The details of the steps taken by Forest to fulfill its promise follow:
Forest remains committed to executing and enhancing our strong corporate governance policies, with active involvement and input from our independent directors and in particular our three newest directors, all of whom serve on the Compensation Committee and two of whom now chair the Nominating & Governance Committee and the Audit Committee. We have publicly committed to meet with an independent corporate governance expert on an annual basis, and we have recently enhanced our policies, including following our consultation with Dean Clark, by adopting the following:
We encourage you to read the white paper detailing many recent governance enhancements we have made to our corporate governance and compensation policies, which is available on our website:
Forest Laboratories’ August 15 Annual Meeting is rapidly approaching and support for your Board is more important than ever. Carl Icahn is again seeking to replace four of your highly qualified and experienced directors with hand-picked nominees who we believe are not as qualified to serve on Forest’s Board. Forest’s Board and management team have delivered on the promises we made to our shareholders over the last year and continue to execute on our strategy.
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.
/s/Howard SolomonChairman of the Board and Chief Executive Officer
/s/Kenneth E. GoodmanPresiding Independent Director
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.
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 () 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 . Copies are also available at no charge at Forest Laboratories' website at 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.
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 .