Icahn Petitions Delaware Chancery Court on Forest Data

Billionaire investor Carl Icahn asked a judge to let him publicize documents obtained from Forest Laboratories Inc. (FRX) as part of a proxy fight over seats on the drugmaker’s board.

The documents, released to Icahn Aug. 6 by Delaware Chancery Court Judge Abigail LeGrow in Wilmington after a trial, involve licensing agreements with other drugmakers, the billionaire said today in a statement. One of the agreements includes an embedded “poison pill” shareholder-rights plan that may thwart any potential Forest takeover, Icahn said.

“Forest flatly refuses to let us tell other shareholders what those agreements say about a change of control,” Icahn said in the statement. The investing public needs to know about the agreements before the New York-based drugmaker’s annual meeting Aug. 15, he said.

Howard Solomon, Forest’s chief executive officer, told investors in a letter today that Icahn was “twisting facts” about the licensing agreements.

“We regret that Mr. Icahn is making false and misleading statements less than a week before our annual meeting in an egregious and desperate attempt to manipulate the results of the election,” Solomon said.

Icahn’s petition targeting the agreements was filed under seal yesterday, according to court dockets.

Poor Management

Icahn, Forest’s second-largest stockholder with 9.9 percent of shares outstanding as of May 29, seeks to persuade shareholders to back his board nominees in his second proxy fight with the company in as many years. Icahn has said he seeks to remedy poor management at Forest through the proxy contest.

Earlier this month, Institutional Shareholder Services Inc., a proxy adviser, recommended that Forest shareholders support two of Icahn’s candidates for the company’s board.

Icahn sued Forest in June seeking access to company records about the company’s succession plan for its top executive. Solomon, 84, has been the drugmaker’s CEO for the last 35 years.

Icahn is seeking LeGrow’s permission to use the materials obtained through his suit as part of his campaign to win investor support for his board nominees.

“Forest opposes the request,” Gregory Varallo, a Wilmington, Delaware-based lawyer representing the drugmaker, said in a letter to the judge today.

Lexapro, an antidepressant, is the company’s top-selling drug, accounting for almost half of its revenue for the year ended March 31.

The case is High River LP v. Forest Laboratories, CA7663, Delaware Chancery Court (Wilmington).

To contact the reporters on this story: Phil Milford in Wilmington, Delaware, at pmilford@bloomberg.net; Jef Feeley in Wilmington, Delaware at jfeeley@bloomberg.net;

To contact the editor responsible for this story: Michael Hytha at mhytha@bloomberg.net

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