SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
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)
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.
(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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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.
Consent of the author and publication has not been sought or obtained to use the
material filed herewith as proxy soliciting material.
FOR IMMEDIATE RELEASE
Contact: Susan Gordon (212) 702-4309
GLASS LEWIS RECOMMENDS FOREST LABS STOCKHOLDERS
VOTE THE GOLD PROXY CARD
Recommends that stockholders do not vote management's white proxy card
-----------------------------------------
New York, New York - August 9, 2011 - The Icahn Group announced today that
Glass, Lewis & Co., Inc. ("Glass Lewis"), one of the leading independent proxy
voting advisory firms, recommends Forest Labs shareholders use the GOLD proxy
card to vote. Glass Lewis recommends a vote FOR Dr. Richard Mulligan on the
Icahn Group's GOLD proxy card.
In making their recommendation, Glass Lewis points out the following corporate
governance flaws at Forest Labs:
"We believe that there are various aspects of the Company's corporate
governance that could suggest that the board has become entrenched."
"... In this case, we believe that the Forest Labs board has had ample
opportunities to identify and appoint an independent chairman or presiding
director. However, we see that the incumbent directors instead appointed a
presiding director whose independence is highly questionable. In our view,
the appointment of Mr. Goodman as presiding director leaves us feeling
highly dubious of the board's ability to enact truly positive corporate
governance reforms and only serves to drive home the Icahn Group's argument
that the Company's board is filled with entrenched directors."
Glass Lewis also seems unconcerned by Forest's claims of conflict:
"... Although the Company believes that there may be potential business
development overlap between Forest Labs and Biogen Idec, the Icahn Group
notes that none of Biogen's 2010 net sales were derived from products that
compete with Forest Labs products. The Icahn Group also notes that Mr.
Mulligan has worked with existing directors of these companies to drive
operational and R&D changes to enhance shareholder value."
In addressing Forest Labs stock price performance, Glass Lewis states:
"We find that the Company's stock price performance was better than that of
the Peer Group over the recent one-year period but has been worse than the
Peer Group over the longer term."
In reaching their conclusion recommending holders vote the GOLD card, Glass
Lewis states:
"... we believe that shareholders should support the nomination of Richard
Mulligan. Mr. Mulligan currently serves on the boards of Biogen Idec
("Biogen") and Enzon, both of which are companies where the Icahn Group has
sought and successfully obtained board seats We note that share prices of
Biogen and Enzon have both increased since Mr. Mulligan became involved
with those respective boards."
Additionally, Forest Labs' executive compensation practices receive a D grade in
Glass Lewis' proprietary pay-for-performance model, which uses 36 measurement
points. Glass Lewis further states:
"The company paid more compensation to its top officers (as disclosed by
the Company) than the median compensation for 35 similarly sized companies
with a median enterprise value of $6 billion; more than a sector group of
21 large health care companies with enterprise values ranging from $3.8
billion to $9.3 billion; and less than a sub-industry group of 12
pharmaceuticals companies. The CEO was paid above the median CEO in these
peer groups. Overall, the Company PAID MORE than its peers, but PERFORMED
MODERATELY WORSE than its peers."(Emphasis Added)
Dr. Alex Denner stated, "The Glass Lewis recommendation should send a strong
signal to the stockholders of Forest Laboratories that change is warranted at
the board level, and the Icahn Group's nominees can provide a fresh perspective
and relevant experience to the Forest Laboratories board of directors."
The Icahn Group thanks Glass Lewis for their incisive report and recommendation
to use the GOLD proxy card to vote. It is time to send a signal to this
entrenched Board. We strongly encourage all stockholders to vote for ALLFOUR
Icahn nominees on the GOLD proxy card.
If you have any questions or require any assistance in executing your proxy,
please call our proxy solicitor, D.F. King & Co., Inc., at (800) 697-6975.
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)
6976975 AND BANKS AND BROKERAGE FIRMS CALL: (212) 2695550.
Consent of the author and publication has not been sought or obtained to use the
material cited herein as proxy soliciting material.