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Forest Adds Icahn Director in Pact to Avoid Proxy Fight

Forest Laboratories Inc. (FRX), the drugmaker that’s battled billionaire Carl Icahn in two proxy fights, added an Icahn representative to its board to avoid a third confrontation in as many years.

Vincent Intrieri, 56, will join New York-based Forest’s board and help oversee succession planning for the retirement of 85-year-old Chief Executive Officer Howard Solomon, the company said today in a statement. Intrieri has worked with Icahn since 1998 and is on the boards of companies including CVR Energy Inc. and Navistar International Corp. (NAV), other Icahn investments.

Icahn succeeded last year in adding one member to Forest’s board after a proxy fight in which he challenged the company’s strategy and took issue with the potential for Solomon’s son, David, to succeed him as CEO. In today’s agreement, Icahn will vote his shares -- about 12 percent of the company -- for Forest’s 11 nominees including Intrieri and not run a proxy contest. He also agreed to undisclosed standstill restrictions that will be in effect as long as Intrieri is on the board.

“I have spoken to Howard Solomon several times in the last month and do not believe that our views concerning Forest are that far apart,” Icahn said in the statement. “In light of Forest’s attractive emerging product line, we both believe that we can work together to bring major changes that will enhance shareholder value.”

Forest declined 2.9 percent to $39.83 at 4 p.m. New York time. The shares have gained 13 percent this year.

Howard Solomon is scheduled to retire as CEO at year’s end, the company said in a statement on May 23.

To contact the reporter on this story: Meg Tirrell in New York at mtirrell@bloomberg.net

To contact the editor responsible for this story: Reg Gale at rgale5@bloomberg.net

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