DEFA14A 1 d392314ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  x                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:

 

¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to § 240.14a-12
FOREST LABORATORIES, INC.
(Name of Registrant as Specified in Its Charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
x   No fee required.
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FOREST LABORATORIES TO FILE INVESTOR PRESENTATION AND WHITE PAPER

Outlines Important Facts for Shareholders in Advance of August 15 Annual Meeting

Recommends Shareholders Vote the WHITE Proxy Card FOR ALL Forest Nominees

NEW YORK, August 6, 2012 – Forest Laboratories, Inc. (NYSE: FRX) (“Forest”) announced today that it will file an investor presentation and white paper with the Securities and Exchange Commission (“SEC”) in connection with its Annual Meeting of Shareholders to be held on August 15, 2012. The documents were posted to www.FRX2012annualmeeting.com and will be available later today on the SEC’s website, www.sec.gov.

The presentation and white paper outline important facts for shareholders to consider in advance of the upcoming director elections at Forest’s Annual Meeting, including:

 

  •  

Forest continues to make significant progress advancing its late-stage pipeline, which is one of the most robust in the industry.

 

  •  

Forest is poised to deliver strong returns to shareholders, and projects $6 billion in revenue by FY 2018.

 

  •  

Forest’s focus on Primary Care Physicians (PCPs), who write the significant majority of prescriptions across multiple product classes, generates significant operating leverage.

 

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Forest manages SG&A prudently, but broad cutbacks at this point as suggested by Carl Icahn threaten the products in its late-stage pipeline and would destroy shareholder value.

 

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Forest’s Board, which represents an effective balance of continuing leadership and new perspectives, is well-equipped to drive the development of the Company’s valuable portfolio.

 

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Forest’s Board remains committed to strong corporate governance and has recently enhanced its governance and compensation policies.

 

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The quality of Board members is paramount, and Mr. Icahn’s candidates are not well-suited to serve on Forest’s Board; Glass Lewis & Co., LLC supported all ten of Forest’s Board nominees.

Forest urges shareholders to vote the WHITE card they have received from Forest and to vote “FOR ALL” 10 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 any proxy card sent to them by the Icahn Group. Any later vote using Mr. Icahn’s gold proxy card, even to withhold votes from Icahn’s nominees, can cancel a previous WHITE proxy submitted by shareholders voting “FOR” the Company’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. 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. at 105 Madison Avenue, New York, NY 10016; frxproxy@mackenziepartners.com; (212) 929-5500 (Call Collect) or (800) 322-2885 (Toll Free).

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.

 

If you have any questions, require assistance with voting your WHITE proxy card,

or need additional copies of the proxy materials, please contact:

 

LOGO

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. To learn more, visit www.FRX.com.

Investor Contact:

Frank J. Murdolo

Vice President - Investor Relations, Forest Laboratories, Inc.

1-212-224-6714

media.relations@frx.com

Media Contacts:

Sard Verbinnen & Co

Hugh Burns/Renee Soto/Lesley Bogdanow

1-212-687-8080

Additional Investor Contacts:

MacKenzie Partners

Dan Burch

1-212-929-5748

Charlie Koons

1-212-929-5708

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