SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. __)
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Forest Laboratories, Inc.
(Name of Registrant as Specified In Its Charter)
Carl C. Icahn
Dr. Alexander J. Denner
Dr. Richard Mulligan
Professor Lucian A. Bebchuk
Dr. Eric J. Ende
Mayu Sris
Icahn Partners LP
Icahn Partners Master Fund LP
Icahn Partners Master Fund II L.P.
Icahn Partners Master Fund III L.P.
High River Limited Partnership
Hopper Investments LLC
Barberry Corp.
Icahn Onshore LP
Icahn Offshore LP
Icahn Capital L.P.
IPH GP LLC
Icahn Enterprises Holdings L.P.
Icahn Enterprises G.P. Inc.
Beckton Corp.
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On August 7, 2011, the Icahn Group sent an open letter to Forest Laboratories'
shareholders (the "Forest Labs letter") in which the Icahn Group explain why
they believe that Dr. Denner and Dr. Mulligan are not conflicted to serve as
Forest Labs directors.
The foregoing description of the Forest Labs Letter is qualified in its entirety
by the copy of the Forest Labs Letter which is filed herewith.
ON JULY 19, 2011, THE PARTICIPANTS (AS DEFINED BELOW) FILED A DEFINITIVE PROXY
STATEMENT WITH THE SECURITIES AND EXCHANGE COMMISSION. SECURITY HOLDERS ARE
ADVISED TO READ THE DEFINITIVE PROXY STATEMENT AND OTHER DOCUMENTS RELATED TO
THE SOLICITATION OF PROXIES BY CARL C. ICAHN, DR. ALEXANDER J. DENNER, DR.
RICHARD MULLIGAN, PROFESSOR LUCIAN A. BEBCHUK, DR. ERIC J. ENDE, MAYU SRIS,
ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN PARTNERS MASTER FUND II
L.P., ICAHN PARTNERS MASTER FUND III L.P., HIGH RIVER LIMITED PARTNERHIP, HOPPER
INVESTMENTS LLC, BARBERRY CORP., ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES
HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE
LP, AND BECKTON CORP. (COLLECTIVELY, THE "PARTICIPANTS") FROM THE STOCKHOLDERS
OF FOREST LABORATORIES, INC. FOR USE AT ITS 2011 ANNUAL MEETING OF STOCKHOLDERS,
BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO
THE PARTICIPANTS. THE DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY IS
AVAILABLE TO STOCKHOLDERS OF FOREST LABORATORIES, INC. FROM THE PARTICIPANTS AT
NO CHARGE AND IS ALSO AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE
COMMISSION'S WEBSITE AT HTTP://WWW.SEC.GOV OR BY CONTACTING D.F. KING & CO.,
INC. BY TELEPHONE AT THE FOLLOWING NUMBERS: STOCKHOLDERS CALL TOLLFREE: (800)
697-6975 AND BANKS AND BROKERAGE FIRMS CALL: (212) 269-5550.
Dear Forest Labs Stockholder,
We are writing this letter to address the supposed conflict issue that Forest
Labs has raised about two of our director nominees. Specifically, we want to
make very clear that Alex Denner and Richard Mulligan are NOT CONFLICTED to
serve as Forest Labs directors.
Forest Labs nominee Christopher Coughlin serves on the board of Covidien which
markets specialty pharma products for treatment of depression and pain
management. Covidien's specialty pharma products comprised 4.5% OF FY 2010 NET
SALES, partially driven by sales of depression and pain management products
which COMPETE DIRECTLY with Forest Labs products. In contrast, Biogen Idec and
Amylin Pharmaceuticals have 0.0% OF FY 2010 NET SALES that compete with Forest
Labs products, representing NO COMPETITION WHATSOEVER.
Forest Labs admitted that Biogen Idec and Amylin do not currently market
products that compete with Forest Labs. Instead, Forest claims that Denner and
Mulligan are conflicted due to POTENTIAL COMPETITION for theoretical new
business opportunities. Covidien, already currently competing with Forest Labs
in marketed products, is surely seeking business opportunities in those same
areas, clearly representing POTENTIAL COMPETITION. Furthermore, Forest Labs
nominee Brenton Saunders is CEO and Director of Bausch + Lomb, owned by Warburg
Pincus which has several biopharma companies within their investment portfolio.
Warburg Pincus portfolio companies, including Bausch + Lomb, also represent
POTENTIAL COMPETITION for business opportunities. IT IS ABSURD that Forest Labs
claims that Denner and Mulligan are conflicted while maintaining that Coughlin
and Saunders are not conflicted.
The biopharma industry has standard practices on how to deal with potential
director conflicts regarding business development opportunities. Directors
simply recuse themselves in the event of a vote or decision that may present a
conflict. The benefit of drawing upon knowledge and experience from shared,
collective service on multiple biopharma boards heavily outweighs the potential
conflict in these rare situations which are easily managed through recusal.
We trust you are able to see Forest's efforts to malign our candidates'
abilities to help fix Forest Labs for the DESPERATE ATTEMPT that it is. If you
follow Forest's claims to their logical extreme, NO ONE WOULD BE ABLE TO SERVE
ON MULTIPLE BOARDS due to the potential for conflict. Denner and Mulligan are
not conflicted to serve as Forest directors and their experience and knowledge
base from serving on other biopharma boards will BENEFIT ALL FOREST LABS
SHAREHOLDERS.
Regards,
The Icahn Group