SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) Of
The Securities Exchange Act Of 1934
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ICN Pharmaceuticals, Inc.
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(Name of Registrant as Specified in its Charter)
N/A
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Following is the text of a letter sent to ICN Pharmaceuticals, Inc.
stockholders on or about May 22, 2002.
[LOGO - ICN]
May 22, 2002
DEAR FELLOW SHAREHOLDER:
THE DISSIDENT SHAREHOLDERS HAVE NO PLAN
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THE DISSIDENT The Dissident shareholders don't offer shareholders
SHAREHOLDERS HAVE NO an alternative to the current restructuring, they
PLAN. don't offer a different vision for ICN, and they
don't offer a strategic plan for ICN. They have no
plan for carrying the business forward or continuing
remarkable growth. Instead they offer nothing more
concrete than a promise of "change".
CHANGING CONTROL OF YOUR In the words of former SEC Chairman Roderick Hills,
COMPANY IS A COSTLY AND a new ICN Director, your Board is "independent and
RISKY IDEA. effective... I am confident that the ICN Board as
now constituted will effectively act in the best
interests of all the company's shareholders." We
believe the dissidents offer the threat of
disruption to our efforts, which could have a
harmful impact on our performance, employee morale
and shareholder value. We urge you to reject their
efforts.
THE DISSIDENT SHAREHOLDERS REPRESENT DISRUPTION
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THE DISSIDENT We believe that the Dissidents' personal attacks,
SHAREHOLDERS - PERSONAL unfounded criticisms and gamesmanship demonstrate
ATTACKS AND that the Dissident shareholders will bring
GAMESMANSHIP. nothing but disruption to your Board and company.
YOUR BOARD NEEDS UNITY Your Board does not need this at this critical time
- NOT DISRUPTION. in your company's history. In the midst of a
fundamental and far-reaching restructuring your
company needs a unified board, not disruption.
THE DISSIDENTS MAY BRING DISRUPTION THAT COULD HARM ICN
AND THE VALUE OF YOUR INVESTMENT
VOTE THE GOLD PROXY CARD - SUPPORT YOUR BOARD
STRONG MANAGEMENT IS ESSENTIAL FOR STRONG
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PERFORMANCE AND STRONG FUTURE GROWTH
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ICN'S RECORD BREAKING We hope you have had the opportunity to review our
OPERATING RESULTS. recent letters in which we discussed ICN's record
breaking operating results for 2001 and for the
first quarter of this year.
RESTRUCTURING IS IN We also described the steps we have taken to
PROCESS implement our restructuring program designed to
unlock value for ICN shareholders. This program
included the IPO of our subsidiary, Ribapharm
Inc., completed in April 2002, raising
approximately $300 million and the planned
spin-off of the remaining Ribapharm shares to
ICN holders, expected this summer.
POSITIONED FOR STRONG Your Company's experienced management team, working
GROWTH on six continents, has not only produced outstanding
results but has positioned your company for
strong growth going forward. Among our most
promising areas for growth are:
1. An exciting new product pipeline other than
Ribapharm.
2. New acquisitions of opportunity.
3. Shift of product mix to higher margins.
4. Expansion in Latin America.
5. Turnaround in Eastern Europe.
6. Reduction of G&A to 7%.
CEO SUCCESSION PROCESS Your Company's successful past and promising
FORMALIZED. future are the result of the efforts of our
thousands of employees who are led by an
experienced team of senior executives. To ensure
that strong leadership continues at ICN, we have
established a CEO succession process to ensure
an orderly change of leadership for the Company
RETAINED THE Our succession committee, consisting of three
INTERNATIONAL EXECUTIVE independent board members - Messrs. Roderick Hills,
SEARCH FIRM OF KORN/FERRY Ronald Fogleman, Norman Barker, as well as our CEO
INTERNATIONAL. Milan Panic as a non-voting member, has retained
the international executive search firm of
Korn/Ferry International to assist us in
conducting an orderly process to find the most
qualified leadership available for ICN The
committee will perform search function in
orderly and timely fashion.
DON'T LET THE DISSIDENTS' CAMPAIGN PUT YOUR
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SHAREHOLDER VALUE AT RISK
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PROXY FIGHTS ARE A DRAIN The proxy fights, last year and again this year,
ON YOUR COMPANY. have been a tremendous drain on your company - both
in terms of the costs associated with the fight
and in the amount of time it has taken away from
BOTH IN COST AND TIME. from senior management and your Board of directors
in running your business.
THE DISSIDENTS ATTEMPTS We should point out to the Dissidents that,
MAY IMPEDE THE paradoxically, their efforts, which they claim will
RESTRUCTURING PROGRESS. unlock value, may, in our view, actually decrease
value for all shareholders by impeding the progress
of our planned restructuring.
REJECT THE DISSIDENT SHAREHOLDERS - SUPPORT YOUR BOARD
OUR COMMITMENT TO YOU
o Continued strong performance.
o Completing the restructuring of ICN in a manner that
optimizes its return to you.
o An independent Board.
o Proceed with our announced succession plan.
VOTE THE GOLD PROXY CARD - SUPPORT YOUR BOARD
On Behalf of the Board of Directors
/s/ Milan Panic
Milan Panic
Chairman and Chief Executive Officer
IF YOU HAVE ANY QUESTIONS ON HOW TO VOTE YOUR SHARES, PLEASE CALL OUR PROXY
SOLICITOR: MORROW & CO. AT (800) 607-0088
Following is the text of a press release issued by ICN Pharmaceuticals,
Inc. on May 22, 2002.
[LOGO - ICN]
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ICN PHARMACEUTICALS, INC.
International Headquarters
ICN Plaza
3300 Hyland Avenue
Costa Mesa, California 92626
Telephone: (714) 545-0100
FAX: (714) 641-7215
Telex: 67-0413
Investors: Media:
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Joe Schepers Mariann Ohanesian Alan Charles
212-754-4422 714-545-0100, ext. 3230 714-545-0100, ext. 3013
ICN SAYS DISSIDENT ELECTION WOULD BE
CHANGE OF CONTROL
COSTA MESA, CA, May 22, 2002 - ICN Pharmaceuticals (NYSE: ICN)
confirmed today that, despite contrary rumors, election of the dissident
slate in this year's contest would constitute a change of control of the
company.
The election of a majority of the board of directors on slates opposed
by management within the current timeframe is a change of control. Three
shareholder nominees were elected in 2001, and if this year's three are
elected they would constitute six on what will be a nine-member board.
"Rumors are circulating once again to mislead shareholders," said ICN
spokesman Alan Charles. "A change of control invokes expensive separation
and similar provisions and will most likely force a major change in
management personnel. The company's long-range business plans will be
disrupted by such a management change and there could be a material adverse
effect on our share value in a volatile Western and international market.
"This makes clear that the dissident shareholders, who have held their
stock for less than a year, are, in our view, not interested in what is in
the best interests of ICN shareholders over the long term."
ICN is an innovative, research-based global pharmaceutical company
that manufactures, markets and distributes a broad range of prescription
and non-prescription pharmaceuticals, and devices under the ICN brand name.
Its research and new product development focuses on innovative treatments
for dermatology, oncology and hepatology.
Additional information is also available on the Company's Web site at
http://www.icnpharm.com.
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THE SAFE HARBOR STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995. This press release contains forward-looking statements that
involve risks and uncertainties, including but not limited to, projections
of future sales, operating income, returns on invested assets, regulatory
approval processes, and other risks detailed from time to time in the
Company's Securities and Exchange Commission filings. It also assumes that
the Company's operations are not adversely affected by any disruption that
may be caused by the pending proxy contest.
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