Well that didn't take long. Independent directors at Forest Laboratories ($FRX) responded the same day to Carl Icahn's latest missive, an appeal to the independents to please let him put some people on their board. And they not only say no, but something akin to hell no.
In the ongoing war of letters, which by now may be getting more tiresome than titillating for investors and the public, independent directors say Icahn's letter suggesting that the board was not fully considering his proposals was off base.
They tell the activist investor, who started the proxy fight to get control of the Forest board, that though everyone considered his four allies at length, they "unanimously determined that your four nominees are far less qualified than the Company's nominees; and asked Mr. [Howard] Solomon to convey the Board's position to you. Taken together, they have significant conflicts of interest that compromise their independence."
They then go on to say how they have the best interests of shareholders in mind and would love some constructive conversation.
Icahn told Reuters earlier this week that CEO Howard Solomon rejected two proposals: One, that Forest replace two of its current directors with Icahn nominees. Two, that Forest add two Icahn representatives, leaving the rest of the board intact. The company's board wasn't interested, Solomon reportedly said. "If you are true in your belief that a prolonged proxy contest would be deleterious ... how can you be so hastily dismissive?" Icahn wrote.
Icahn has gotten personal about Solomon and the chance that his son David might succeed him as CEO, given that the company has languished some. Forest points to the fact that it has some promising drugs, including the antidepressant Viibryd, and that it acquired full rights to the blood pressure drug Bystolic, but it recently lost patent protection on antidepressant Lexapro, which has delivered more than half its sales, and had to cut its forecast when generic competition began eating away revenue faster than anticipated.
- here's the directors' letter