Icahn nominated Eric Ende, president of Ende BioMedical Consulting Group and a former biotechnology analyst at Merrill Lynch; Andrew Fromkin, the former chief executive officer of Clinical Data Inc., acquired last year by Forest; Pierre Legault, president and CEO of Stone Management LLC and a former chief financial officer for OSI Pharmaceuticals Inc.; and Daniel Ninivaggi, president of Icahn Enterprises, according to regulatory filing today.
Icahn, who is New York-based Forest’s second-largest shareholder with 9.9 percent of the stock, failed in August to get his picks elected to the 10-member board. He argued that the company’s directors had been in place too long and let the stock falter more than 50 percent from a 2004 high of $77.59.
The company “has engaged in conduct to enrich and entrench management to the detriment of the stockholders,” Icahn said in a June 18 letter to Forest Chairman and Chief Executive Officer Howard Solomon filed with regulators.
The investor also asked to inspect Forest’s books and records for information about issues including its 2013 earnings forecast, a share repurchasing program and compensation for certain officers, according to his letter. Forest lost patent protection for the antidepressant Lexapro, its best-selling medicine, in March, and the company in April forecast a 26 percent decline in fiscal 2013 revenue to $3.4 billion.
Forest will evaluate Icahn’s nominees, the company said in a statement.
“We have a strong and independent board, including three new independent directors elected last year, who are committed to acting in the best interests of all of Forest’s shareholders,” the company said.
The accusations in Icahn’s letter “are generally unsupported and inaccurate,” Forest said in its statement.
Shareholders may be convinced to support re-election of Forest’s current board because of the stock’s performance this year and presentations at an “Investor Day” the company is holding tomorrow, William Tanner, an analyst with Lazard Capital Markets, said today in a note to clients.
Forest declined less than 1 percent to $34.67 at the close of New York trading. The shares have gained 15 percent so far this year.
Icahn “has been known to renew proxy fights year after year,” Tanner said. The company’s board may decide to pursue a sale of the company rather than concede to Icahn’s demands, he said.
Tanner has a neutral rating on Forest’s stock and doesn’t own shares, he said in an e-mail.
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