NEW YORK--(BUSINESS
WIRE)--Forest Laboratories, Inc. (NYSE: FRX) ("Forest")
today commented on the recommendation by Glass Lewis & Co.,
LLC ("Glass Lewis") that shareholders vote for all ten of
Forest's director nominees at the Company's Annual Meeting
of Shareholders, which will be held on August 15, 2012.
The Company stated, "We are very pleased that Glass Lewis
has recommended Forest shareholders vote for all ten of the
Company's highly qualified and experienced director
nominees. We believe this positive recommendation reflects
the high caliber of our candidates, our outstanding track
record and the strength of our business. We recommend all
shareholders vote on the white proxy card to support the
Company's director slate."
In recommending that shareholders support the Company's
entire slate of director nominees, Glass Lewis stated:
-
"…[I]n our view, the Company has been publicly
forthcoming regarding its future plans, which largely
entail building a broader drug portfolio rather than
focusing on one or two main drugs." (Glass Lewis Report,
August 1, 2012, page 13-14)
-
"Moreover, we find that the Company has made notable
strides in its corporate governance, as the Company's
newest independent directors appear to us to have been
given significant input in various matters..." (Glass
Lewis Report, August 1, 2012, page 17)
In recommending AGAINST Icahn's nominees, Glass Lewis
raises several concerns including lack of independence,
potential conflicts of interest and unorthodox compensation
arrangements that could compromise the abilities of the
Icahn nominees to serve in the best interests of
shareholders. In its report, Glass Lewis stated:
-
"Several of the Dissident Nominees have arrangements that
could be viewed by some as potential impediments to their
objectivity should they be elected to serve on the
board." (Glass Lewis Report, August 1, 2012, page 16)
-
"We note that Daniel Ninivaggi serves as president and
CEO of Icahn Enterprises L.P. (the publicly-traded arm of
the Icahn Group), while Mr. Ende has provided consulting
services to Mr. Icahn in connection with recent proxy
contests conducted by the Icahn Group at other
biopharmaceutical companies." (Glass Lewis Report, August
1, 2012, page 16)
-
"…[T]he arrangement [with Mr. Ende] could be viewed as a
potential conflict of interest, as the incentive itself
is predicated on Mr. Icahn's profits on Forest Labs'
stock as opposed to the returns of Forest Labs' stock as
a whole. Further, the structure of the arrangement could
potentially encourage Mr. Ende to favor short term gains
at the expense of potentially higher returns in the
longer run." (Glass Lewis Report, August 1, 2012, page
16)
-
"…Mr. Fromkin would not be considered independent by NYSE
standards if he were to serve on the Company's board."
(Glass Lewis Report, August 1, 2012, page 16)
-
"…[W]e recognize that the CVRs could be viewed as a
potential conflict of interest, as those rights may
incentivize [Mr. Fromkin] to push the Company to promote
Viibryd at the expense of other products or opportunities
with potentially higher returns." (Glass Lewis Report,
August 1, 2012, page 16)
The Company continued: "The Board is unanimous in its
belief that the Company's current strategy positions Forest
to deliver sustainable value for all shareholders. Our
Board is squarely focused on building on the momentum we
have behind our promising new products and late-stage
pipeline - which is one of the most robust in the pharma
industry. 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."
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
http://www.frx2012annualmeeting.com.
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 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 (
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 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
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:
MACKENZIE PARTNERS, INC.
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. 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.
www.FRX.com.
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