Forest Laboratories Comments on ISS Report
Forest Laboratories, Inc.Frank J. MurdoloVice President - Investor Relations1-212-224-6714orSard Verbinnen & CoHugh Burns/Renee Soto/Lesley Bogdanow1-212-687-8080
Forest Laboratories, Inc. (NYSE: FRX) (“Forest”) today commented on a report by proxy advisory service Institutional Shareholder Services (ISS) regarding the election of director nominees at the Company’s Annual Meeting of Shareholders, which will be held on August 15, 2012.
The Company stated, “ISS’s recommendation rejects two of Icahn’s four nominees, including Eric Ende, whom Icahn chose to lead his proxy contest. We believe ISS’s recommendation for Icahn’s two other nominees is based on a flawed analysis that adopts Icahn’s fundamental misunderstandings of the Company’s business model and strategic focus in support of a reckless, cost-cutting strategy with the potential to destroy value for shareholders. We are confident that our ten highly qualified nominees possess the right combination of skills, experience and expertise to ensure that our products reach their maximum potential.”
“Compared to last year, Forest is in a stronger position to deliver value for shareholders on every front. Our pipeline is more robust – we recently received FDA approval for Tudorza and we expect FDA approval for one of our largest potential new drugs, linaclotide, in September. We are continuing to make great progress with our “Next Nine” and four strong lifecycle products and believe we are extremely well positioned to more than offset the impact of our patent expirations over time. We believe both the market and our shareholders understand the value of our pipeline and look forward to communicating directly with our shareholders in advance of our Annual Meeting.”
In its analysis, ISS:
The Company continued, “We respectfully disagree with ISS’s recommendation to vote for two of Icahn’s director nominees who have little relevant experience. Mr. Ninivaggi has never served on a healthcare board – even as an Icahn nominee – and we believe he is over-boarded due to his role as the chief executive and President of Icahn Enterprises and service as an Icahn nominee on five public company boards, compromising his ability to serve in the best interest of all shareholders. Further, we believe Mr. Legault’s operational track record is questionable and he has no experience related to launching multiple products in a short time frame.
“In contrast, our nominees have greater experience and a proven track record of working to launch multiple new products in rapid succession – the key to building value for our shareholders at this critical juncture for the Company. Forest already has added significant independence to its Board with three new independent nominees added last year and five new independent directors added over the last six years. Furthermore, the quality of board members is paramount, and we simply do not believe that by any reasonable measure Icahn’s nominees are as qualified to serve on the Forest Board.”
Forest urges all shareholders to vote the WHITE card they have received from Forest and to vote “FOR ALL” ten of Forest’s nominees to its Board of Directors. Shareholders can vote by telephone, Internet or by signing, dating and returning the Company’s WHITE proxy card. Forest urges shareholders NOT to sign and to discard any gold proxy card sent to them by Icahn or his affiliates. Even a withhold vote for Icahn’s nominees on a gold proxy card will cancel any previous proxy submitted by shareholders that voted “FOR ALL” the Company’s nominees. Shareholders can find additional information about the Forest Annual meeting at .
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.
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 .