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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)
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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 TOLL–FREE: (800) 697–6975 AND BANKS AND BROKERAGE FIRMS CALL: (212) 269–5550.
Forest Laboratories
Investor Presentation
July 2011
Special note regarding this presentation
•This presentation includes information based on data found in filings with the SEC, independent industry publications and other sources. Although we believe that the data is reliable, we do not guarantee the accuracy or completeness of this information and have not independently verified any such information. We have not sought, nor have we received, permission from any third-party to include their information in this presentation.
•Many of the statements in this presentation reflect our subjective belief. Although we have reviewed and analyzed the information that has informed our opinions, we do not guarantee the accuracy of any such beliefs.
•Sections of this presentation refer to the experience of our nominees for director at Forest Laboratories during their tenure as directors of Biogen Idec, ImClone Systems Inc., Genzyme Corporation, Amylin Pharmaceuticals, and Enzon Pharmaceuticals. We believe their experience at these companies was a success and resulted in an increase in shareholder value that benefited all shareholders. However, their success at these companies is not necessarily indicative of future results at Forest Laboratories if our nominees were to be elected to the Forest Laboratories Board of Directors.
•All stockholders of Forest Laboratories are advised to read the definitive proxy statement, the gold proxy card and other documents related to the solicitation of proxies by the Participants from the stockholders of Forest Laboratories for use at the 2011 annual meeting of stockholders of Forest Laboratories because they contain important information. The definitive proxy statement and form of proxy along with other relevant documents are available at no charge on the SEC’s website at http://www.sec.gov or by contacting D.F. King & Co., Inc. by telephone at the following numbers: Stockholders call toll–free: (800) 697–6975 and Banks and Brokerage Firms call: (212) 269–5550. In addition, the Participants will provide copies of the definitive proxy statement without charge upon request. Information relating to the Participants is contained in the definitive Schedule 14A filed by the Participants with the SEC on July 19, 2011.
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Agenda
• Executive Summary
• Forest Labs poorly positioned for future success
• Change needed at board of directors
• Icahn nominees will add valuable experience
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Forest Laboratories needs Icahn nominees to successfully navigate imminent challenges
• Forest Labs at critical juncture
-Lexapro and Namenda patent expirations likely to significantly reduce revenue and profits
-Government seeking to exclude CEO & Chairman Howard Solomon from doing business with federal health programs
-Current directors have not recognized or reacted to challenges as evidenced by inaction and lack of adequate succession planning
• Forest Labs needs independent and experienced directors to face these challenges successfully
-Icahn nominees have succeeded in similar situations at other healthcare companies
-Icahn representation will benefit Forest Labs and all shareholders by making available unique and valuable experience
Support the Icahn nominees and vote the Gold Card!
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Agenda
• Executive Summary
• Forest Labs poorly positioned for future success
• Change needed at board of directors
• Icahn nominees will add valuable experience
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Lexapro and Namenda patent expirations present significant headwinds
Note: Fiscal year ends March 31; Lexapro 55% of FY11 product sales, patent expiration March 2012; Namenda 30% of FY11 product sales, patent expiration April 2015
Source: Analyst research; Public documents
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Annual product sales ($M)
Annual operating profit ($M)
$5,000M
4,000
3,000
2,000
1,000
0
$4,213M
Other
Lexapro
FY11A
Lexapro
-$2,038M
Lexapro patent expiration
$1,045M
Other
Growth in Other Products
$3,220M
Other
Lexapro
FY13E
Annual operating profit ($M)
$1,500M
1,000
500
0
$1,396M
FY11A
-$1,144M
Lexapro patent expiration and Other Product growth
$252M
FY13E
Lexapro and Namenda patent expirations place 85% of net sales at risk
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Government revenue at risk due to current management, another headwind
•Department of Health and Human Services notified Chairman, CEO and President Howard Solomon that it may exclude him from participating in federal healthcare programs
-Revenue and profitability would be severely impacted
•Company responded by determining to defend Howard Solomon and to contest the government
-$313M of settlement costs from related action, including $164M of criminal penalties
•Forest Labs recently promoted CEO Howard Solomon’s son, David Solomon, to SVP, Corporate Development and Strategy
-Question independence and objectivity of management team
•Board and management seem dedicated to preserving Solomon control
Independent and objective directors needed to ensure high ethical standards and adherence to law
Note: DoJ – USAtty represents Department of Justice, US Attorney’s Office
Source: Public documents
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DoJ - USAtty Settlement ($M)
$400M
300
200
100
0
$150M
Fine
$14M
Forfeiture
$149M
Payment to federal gov. and state Medicaid
$313M
Total
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Board responsible for poor succession planning, weak bench
• President & COO Olanoff resigns Dec. 10; Best replacement is Howard Solomon? No other choices?
• Many investors concerned by recent David Solomon promotion, possible successor to Howard Solomon?
Recent departure of President and COO has led to CEO Howard Solomon taking on added responsibilities of President.
Company has not publicly announced any succession plan.
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Position
CEO
President
COO
CFO
Marketing/Commercial Head
Scientific Affairs/R&D Head
Corporate Development Head
Office Holder 2004
Howard Solomon
Kenneth Goodman
Kenneth Goodman
John Eggers
Elaine Hochberg
Lawrence Olanoff
Office Holder 2011
Howard Solomon
Howard Solomon
?
Francis Perier
Elaine Hochberg
Marco Taglietti
David Solomon
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Management tenure includes multiple complaints from gov. & regulatory authorities
DoJ – USAtty
• Subsidiary pled guilty to felony and misdemeanor charges in connection with obstruction of justice, off-label promotion and distribution of an unapproved drug
• As a result, FRX forced to enter into corporate integrity agreement increasing administrative burdens and operational oversight through Sep. 2015
• Received subpoena requesting documents relating to Benicar and Azor
Health Agencies
• Department of Health and Human Services notified Chairman, CEO and President Howard Solomon that it may exclude him from participating in federal healthcare programs
• Various government agencies brought actions alleging overcharging of Medicaid drug reimbursement
• Forest Labs admitted suppression of negative European Celexa pediatric research results
• Defendants in various state and federal actions regarding pediatric use of Celexa and Lexapro, specifically illegal kickback allegations to induce Rx
State & Federal Courts
• Currently defending 56 product liability lawsuits
• Defending class and collective action brought by current and former sales reps regarding overtime violations under FLSA
• Defendant in various federal district courts regarding anti-trust laws in marketing of pharma products
• Entered into stipulation of settlement to resolve breach of D&O fiduciary duties connected to Celexa and Lexapro marketing
NYSE
• Publicly reprimanded Forest Labs for failure to provide NYSE with at least 10 days notice of record date for 2011 annual meeting
Note: DoJ – USAtty represents Department of Justice, US Attorney’s Office; NYSE represents New York Stock Exchange
Source: Public documents
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Scattered efforts across therapeutic areas may not fill gap from patent expirations
Note: ($M) represents FY 2011 sales ending March 31 or (current state of development)
Source: Public documents
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Gastro-enterology
Central Nervous System
Cardiovascular
Anti-Infective
Endocrinology
OB / GYN Pediatric
Pain Management
Respiratory
Scattered efforts across 8 therapeutic areas
Currently, Forest Labs SG&A spending in line with Specialty Pharma peer group
Note: FRX represents FY11 ending March; SG&A excludes unusual and one-time charges; AGN=Allergan, SHP=Shire, WCRX=Warner Chilcott, CEPH=Cephalon, ENDP=Endo Pharmaceuticals, FRX=Forest Labs, VRX=Valeant Pharmaceuticals, MYL=Mylan, WPI=Watson Pharmaceuticals
Source: Analyst research; Public documents
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2010 SG&A % of net sales
50%
40
30
20
10
0
40%
AGN
39%
SHP
37%
WCRX
34%
CEPH
31%
ENDP
30%
FRX
20%
VRX
19%
MYL
17%
WPI
Similar situation when Forest Labs compared with Big Pharma peer group
Note: FRX represents FY11 ending March; SG&A excludes unusual and one-time charges; NVS=Novartis, LLY=Eli Lilly, AZN=AstraZeneca, BAY=Bayer, GSK=GlaxoSmithKline, PFE=Pfizer, MRK=Merck, AABT=Abbot Labs, BMY=Bristol-Myers Squibb, SAN=Sanofi-Aventis
Source: Analyst research; Public documents
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2010 SG&A margin %
35%
30
25
20
15
10
5
0
31%
NVS
31%
LLY
30%
AZN
30%
BAY
30%
FRX
30%
GSK
29%
PFE
28%
MRK
27%
ABT
25%
SAN
24%
BMY
However, Lexapro patent expiration will severely impact rest of company
FY 2011 FRX -Lexapro = RestCo
Net sales ($M) $4,213 $2,316 $1,897
Cost of goods $964 $530 $434
SG&A 1,254 394 859
R&D 600 0 600
Operating Expenses $2,817 $924 $1,893
Operating Income $1,396 $1,392 $4
COGS % of sales 23% 23% 23%
SG&A % of sales 30% 17% 45%
R&D % of sales 14% 0% 32%
Operating margin % 33% 60% 0%
Note: COGS allocated by % net sales contribution; SG&A assumption of 6 months full SG&A% and 6 months $50M for Lexapro; R&D assumption of $0M to Lexapro; Excludes contract revenue & other income
Source: Analyst research; Public documents
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Excluding Lexapro, Forest Labs spends more on SG&A than Specialty Pharma
Note: FRX excludes Lexapro making same assumptions as prior slide and represents FY11 ending March; SG&A excludes unusual and one-time charges
Source: Analyst research; Public documents
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2010 SG&A % of net sales
50%
40
30
20
10
0
45%
FRX
40%
AGN
39%
SHP
37%
WCRX
34%
CEPH
31%
ENDP
20%
VRX
19%
MYL
17%
WPI
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Similar situation as Forest Labs spends more on SG&A than Big Pharma peer group
2010 SG&A margin %
50% 40 30 20 10 0
45% 31% 31% 30% 30% 30% 29% 28% 27% 25% 24%
FRX NVS LLY AZN BAY GSK PFE MRK ABT SAN BMY
Note: FRX excludes Lexapro making same assumptions as prior slide and represents FY11 ending March; SG&A excludes unusual and one-time charges
Source: Analyst research; Public documents
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Agenda
• Executive Summary
• Forest Labs poorly positioned for future success
• Change needed at board of directors
• Icahn nominees will add valuable experience
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Value destroyed over last ~7 years, average tenure of newest directors
Equity value ($B) $30B 20 10 0 $26.6B March 2004 market cap. $9.3B March 2011 market cap. FRX $11.0B AGN $22.4B $6.7B MYL $10.1B $5.0B WPI $6.8B $3.5B CEPH $5.2B $2.9B ENDP $4.3B
Change in value ($M) -$17.3B $11.4B $3.4B $1.7B $1.7B $1.4B
Note: Market cap. = average of high and low stock price in quarter x diluted shares from quarter Source: Public documents
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Forest Labs lost value, while peers gained substantial value over same period
Change in value %
150% 100 50 0 -50 -100
-65% 34% 47% 50% 52% 103%
FRX WPI CEPH ENDP MYL AGN
Change in value ($B) -$17B $2B $2B $1B $3B $11B
Note: Change in value represents change in market capitalization from March 2004 to March 2011 as defined by average of high and low stock price in quarter x diluted shares from quarter Source: Public documents
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Chairman and CEO Solomon compensation not tied to share performance
Chairman & CEO Solomon compensation ($M)
$10M 8 6 4 2 0
$9.0M $7.0M $6.7M $5.4M $6.5M $6.6M $8.3M $8.9M
Options
Stock
Bonus
Salary
FY 2004 FY 2005 FY 2006 FY 2007 FY 2008 FY 2009 FY 2010 FY 2011
While Forest Labs equity value declined by ~65%, Solomon paid ~$60M
Note: Fiscal year ends March 31
Source: Public documents
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Prior to Icahn campaign, avg. director tenure ~23 years, lacked independence & experience
Name Tenure (year joined) Background Lack of other recent experience Inside public board Former direct director* report of CEO
Howard Solomon 47
(1964) Chairman, CEO and President, Forest Labs
Lawrence Olanoff 5 (2006) Former President and COO, Forest Labs
Associate Chief for Clinical Affairs, Division of
Nesli Basgoz 5 (2006) Infectious Diseases, Mass. General Hospital
Associate Professor, Harvard Medical School
William Candee 52 (1959) Co-Chairman, TXX Services
George Cohan 34 (1977) President, George Cohan Company
Dan Goldwasser 34 (1977) Partner, Vedder Price
Kenneth Goodman 13 (1998) Former President and COO, Forest Labs
Lester Salans 13 (1998) Clinical Professor, Mount Sinai Medical School
Director of Clinical Cardiology, Beth Israel
Peter Zimetbaum 2 (2009) Deaconess Medical Center
Associate Professor, Harvard Medical School
Forest Labs acknowledged need for change by replacing 2 of 4 longest tenured directors (Candee, Cohan) with no relevant experience
Note: *Inside director means inside director or affiliated inside director per ISS corporate governance standards; Assumes payment to Zimetbaum under consulting agreement of at least $10K
Source: ISS; Public documents
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However, more director changes needed to successfully navigate imminent challenges
Director Reason to Replace
Howard Solomon • Length of tenure (47 years) leads us to believe a fresh perspective will benefit the company
• OIG-HHS may exclude him from participating in federal healthcare programs
• Multiple adverse civil, regulatory and legal decisions during tenure
• Responsible for company’s poor positioning and lack of adequate succession planning
Dan Goldwasser • Length of tenure (34 years) leads us to believe a fresh perspective will benefit the company
• No other recent public board experience
• No operational experience
Kenneth Goodman • Former reporting relationship to Chairman and CEO leads us to question his objectivity and independence
• No other recent public board experience
Lester Salans • No operational experience
• No other recent public board experience
Icahn nominees will provide fresh perspective, independence, operational expertise and highly relevant board experience
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Current board not receptive to change, misstates facts regarding our nominees
Forest Board Statement Facts
“Forest’s Board has carefully reviewed and considered Mr. Icahn’s nominees, and based on that analysis, we have concluded that his
four candidates are far less qualified than our slate…”
•Forest Board has not interviewed or even contacted any of our nominees to evaluate their abilities or qualifications
“Mr. Icahn’s nominees bring no operational experience whatsoever…”
•Alex Denner and Richard Mulligan have extensive operational experience
Howard Solomon, Chairman & CEO at ImClone Systems
Kenneth Goodman,
Presiding Independent Director
Board’s “careful” review and analysis of our nominees makes us question Board’s diligence and judgment
Source: Forest Labs letter to shareholders, July 18, 2011
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Chairman and CEO Solomon’s investment in the company has decreased substantially
Solomon shares owned (M) Solmon stock disposal ($M)
20M $600M
15 15M $490M $42M $22M $554M
13M 400
11M 11M
10 6M 7M 6M 5M 4M 200
5 0 0
2003 2004 2005 2006 2007 2008 2009 2010 2011
Sale Tax Gift Total
Solomon reduced ownership by ~ 75% while selling ~$500M of stock
Note: Tax represents stock used for tax payment purposes
Source: Public documents
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Icahn parties much more aligned with all shareholders than management or board
FRX shares owned (M)
20M 19.9M
15
10
5 3.6M 3.5M
0 Icahn Parties All other directors and executives Howard Solomon
% of o/s shares 7.2% 1.3% 1.3%
Note: Howard Solomon’s 3.5M shares owned includes 2.3M options; All other directors and executives’ 3.6M shares includes 2.0M options
Source: Public documents
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Agenda
• Executive Summary
• Forest Labs poorly positioned for future success
• Change needed at board of directors
• Icahn nominees will add valuable experience
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Icahn nominees will leverage significant experience to benefit all shareholders
Name Background
Alexander Denner Managing Director, Icahn Partners
Current director at Biogen Idec, Amylin Pharmaceuticals, Enzon Pharmaceuticals
Former director at ImClone Systems, Adventrx Pharmaceuticals
Richard Mulligan Mallinckrodt Professor of Genetics, Harvard Medical School
Current director at Biogen Idec, Enzon Pharmaceuticals, Cellectis SA
Former director at ImClone Systems, Somatix Therapy Corporation
Eric Ende Co-founder, Silverback Group
Former senior biotechnology and specialty pharma analyst, Merrill Lynch, Bank of
America, Lehman Brothers (11 years)
Current director at Mesa Therapeutics, ALEA Pharmaceuticals
Former director at Genzyme
Lucian Bebchuk William Friedman and Alicia Townsend Friedman Professor of Law, Economics and
Finance and Director of the Program on Corporate Governance, Harvard Law School
Renowned corporate governance expert
Current director at OJSC MMC Norilsk Nickel
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Icahn nominees on biopharma boards help create value for all shareholders
Share price appreciation %
125%
100
75
50
25 14% 42% 62% 97% 102%
0 AMLN ENZN GENZ IMCL BIIB
Months to realize 26 26 10 31 26
Note: Share price appreciation represents change from day elected to board to most recent price; Excludes companies with market cap < $100M; AMLN=Amylin Pharmaceuticals, ENZN=Enzon Pharmaceuticals, GENZ=Genzyme, BIIB=Biogen Idec, IMCL=ImClone Systems
Source: Public documents
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Denner and Mulligan drove substantial change at ImClone Systems across many dimensions
Partner Relations Cost Structure Product Pipeline Culture Litigation
• Recharged partner relations with BMY as relationship had deteriorated due to prior management neglect
• ImClone cost structure had not been appropriate for company needs
• Industry had poor perception of ImClone pipeline and R&D efforts
• ImClone morale poor due to lack of strategic direction from prior management
• Settled litigation including Yeda, Abbott and Repligen
• Initiated dialogue, ultimately leading to new agreement with BMY that expanded ERBITUX develop. budget with no change to ImClone economics
• Exec. Committee reallocated costs, shifting SG&A spending by expanding sales force for tactical reasons while reducing overhead costs
• Exec. Committee conducted top-down review of pipeline
• Took steps to institute a new culture through emphasis on cash flow, investment in R&D and increased responsibility to scientists/clinicians
• Removed substantial overhang from valuation of company
• From 2005 to 2007, ERBITUX sales grew by 37% annually
• Margin expansion and capex reduction led to substantial free cash flow growth
• Significantly increased investments in promising candidates such as 1121B, A12, 11F8 and others
• Cancelled programs with poor ROI
• Increased spending on R&D and sales force funded through savings on corporate costs
• Pipeline cited as major strategic rationale for whole company acquisition
Source: public documents
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Icahn nominees collaborated with existing board members to enhance value at Biogen Idec
• Alex Denner and Richard Mulligan elected to Biogen Idec board in June 2009
• Partnered with existing board members to make management team changes
• Collaborated with existing board members to conduct in-depth analysis of R&D spending and pipeline, leading to restructuring of efforts, prioritization of development of drug candidates and dramatic acceleration of clinical activities critical to product development
• Worked together with existing board members to accelerate and increase share repurchases
• Board empowered management to examine cost structure, leading to margin expansion & substantial free cash flow growth
Source: Public documents
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Icahn nominees worked with existing directors to drive substantial change
Genzyme Enzon Amylin
Operational • Reduced spending by $350M • Reduced overhead spending • Reorganized commercialization efforts • Reduced spending
R&D • Examined multiple in-licensing opportunities in multiple therapeutic areas • Reprioritized and advanced product pipeline • Focused R&D efforts on Exenatide franchise, Pramlintide and Metreleptin
Other • Executed three business divestitures • Sold pharmaceutical business
• Sold company • Declassified board
Source: Public documents
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Icahn nominees have several proposals for Forest Labs to enhance value
• Accelerate development and adoption of succession plan
• Focus company on strategic therapeutic areas
• Examine cost structure and identify areas for improvement
• Share best practices from director experience at other companies
• Ensure investor interests represented when considering capital allocation decisions
• Maximize return of capital to shareholders while helping company achieve full potential
Icahn nominees will seek to generate long term, sustainable value
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Forest Laboratories needs Icahn nominees to successfully navigate imminent challenges
• Forest Labs at critical juncture
-Patent expirations, government exclusion proceedings and lack of succession planning all place Forest Labs at critical point
-Current board not up to the task of dealing with these challenges
• Forest Labs needs independent and experienced directors to face these challenges successfully
-Icahn nominees have succeeded in similar situations at other healthcare companies
-Icahn representation will benefit Forest Labs and all shareholders by making available unique and valuable experience
Support the Icahn nominees and vote the Gold Card!
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