Forest Labs Directors Respond to Carl Icahn
The independent directors of Forest Laboratories, Inc. (NYSE: FRX) today sent the following letter to Carl C. Icahn:
July 12, 2012 Dear Mr. Icahn, The independent directors of Forest Laboratories write to dispel the misimpressions that you are trying to create in your July 12 letter. We assure you that the rejection of your settlement offer, while communicated by Mr. Solomon, was done with the full knowledge and unanimous support of Forest's entire Board of Directors. Since you filed your 13-D on May 30 and threatened a “prolonged and contentious proxy fight,” you and Howard Solomon had several conversations concerning your perspectives on the Company and the upcoming annual election. The Board of Directors was briefed on each of these conversations, including the settlement proposal you made, and discussed each at length. We understood that, as a condition of settlement, you insisted that we add to our Board Eric Ende, who was overwhelmingly rejected by our shareholders last year, and Daniel Ninivaggi, a salaried Icahn employee with absolutely no relevant experience. Avoiding a proxy contest by adding these two individuals to the Board may have been expedient, but we must consider the quality of the candidates, and they are woefully inadequate to serve on Forest's Board. As such, we unanimously determined that it would not be in the best interests of Forest's shareholders to accept your proposal. After you announced your slate of four nominees on June 19, our Nominating and Governance Committee carefully reviewed the qualifications of Messrs. Ende, Fromkin, Legault and Ninivaggi and unanimously recommended to the full Board that they be rejected. The Board discussed these candidates at length, including in executive session; unanimously determined that your four nominees are far less qualified than the Company's nominees; and asked Mr. Solomon to convey the Board's position to you. Taken together, they have significant conflicts of interest that compromise their independence – including one nominee who you acknowledge is not independent under NYSE standards – and lack experience in areas critical to our business such as operational and management experience and the understanding of what it takes to bring multiple new drugs to the market.
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