SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) Of
The Securities Exchange Act Of 1934
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RULE 14A-6(E)(2))
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[X] Soliciting Material Pursuant to Section 240.14a-12
ICN Pharmaceuticals, Inc.
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N/A
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ICN Pharmaceuticals, Inc. issued the following press release on April 8, 2002.
[Logo of ICN Pharmaceuticals]
Investors: Media:
---------- ------
Joseph Schepers Peter Murphy
(212) 754-4422 714-545-0100, ext. 3213
ICN PHARMACEUTICALS ATTACKS RIVAL PROXY FILING AS
COUNTERPRODUCTIVE TO RESTRUCTURING PROGRESS;
SAYS RESTRUCTURING AND PERFORMANCE PROMISES ALL
HAVE BEEN KEPT
Costa Mesa, CA., April 8, 2002 -- ICN Pharmaceuticals, Inc. (NYSE: ICN)
responded today to the filing of opposition nominees for the May, 29, 2002
election of its Board of Directors, expressing disappointment that a proxy
contest would be mounted at a crucial time in the restructuring of the
company.
"We are extremely disappointed that this filing should come at the very
moment when it would be the most counterproductive--when the critical
restructuring of ICN's biotechnology business has come to fruition," said
ICN spokesman Alan Charles. "The promise to shareholders has been kept.
Today's filing will only hurt shareholders and the intention of its timing
suggests a callous disregard for the long-term value of the company."
Charles pointed out that the two dissident groups, Iridian Asset Management
and Franklin Mutual Advisers, had only been stockholders for nine to ten
months.
ICN has appointed a nominating committee consisting of three independent
directors to vet and recommend board nominees, and has offered the
dissidents the opportunity to propose and discuss nominees with the
committee, which they have refused to do. The committee is actively
reviewing all candidates brought to its attention, and recently approved
the election of former SEC chairman Roderick Hills to the board as an
independent director. The committee consists of Ronald Fogleman as chair,
Norman Barker and Edward Burkhardt. Fogleman and Burkhardt were elected as
shareholder nominees in 2001.
(more)
Charles indicated that ICN remains committed to its IPO and to a tax-free
spinoff of the remaining shares to ICN shareholders. "It is hypocritical to
claim that this IPO was timed in anticipation of a contest, when it is
clear that this opposition slate was filed to disrupt the progress of the
very restructuring that shareholders want. ICN has expressed over and over
again its intention to do a tax-free spinoff. The enormous work it takes to
apply to the IRS for a tax-free ruling has been completed and that request
has been made. We are committed to the spinoff as soon as regulatory
approval is received."
"It is also hypocritical," Charles added, "that the dissidents claim that
the ICN International business should have been separated first. The order
of separation was never important, and they know it. We have been
responsive to the desire of the vast majority of shareholders to have the
Ribapharm restructuring occur first." ICN International has its own
management team and board of directors and is headquartered in Basel,
Switzerland. Restructuring for that unit is planned for early 2003.
"As to the Ribapharm board, it is insulting to the integrity of such
distinguished individuals as Kim Campbell, former foreign minister and
prime minister of Canada, Dr. John Vierling, chairman of the American Liver
Foundation, Nobel-prize winner Dr. Roger Guillemin, or Hans Thierstein,
former chairman of publicly-traded Serono Pharmaceuticals of Geneva to
suggest that they are not independent," said Charles.
ICN also stated that the number of options to be given to ICN officers and
directors in connection with the IPO is being reviewed by compensation
analyst Towers Perrin at the request of the ICN board's compensation
committee.
ICN said it would continue to pursue its long-term goals by proceeding with
its restructuring as planned and with continued healthy performance. For
the year 2001, ICN posted record revenues of $858 million and record
pre-tax income of $144 million. Year over year from March 2001 to March
2002, ICN outperformed the drug industry by 42%.
ICN stockholders are strongly advised to read the proxy statement relating
to ICN's 2002 annual meeting of stockholders when it becomes available, as
it will contain important information. Stockholders will be able to obtain
this proxy statement, any amendments to the proxy statement and other
documents filed by ICN with the Securities and Exchange Commission for free
at the Internet website maintained by the Securities and Exchange
Commission at www.sec.gov. In addition, ICN will mail the proxy statement
to each stockholder of record on April 9, 2002. ICN will also make
additional copies of the proxy statement and any amendments to the proxy
statement available for free to ICN's stockholders. Please direct your
request for the proxy statement to Investor Relations, ICN Pharmaceuticals,
Inc., 3300 Hyland Avenue, Costa Mesa, California 92626, telephone (714)
545-0100, extension 3013.
ICN, its executive officers and directors may be deemed to be participants
in the solicitation of proxies for ICN's 2002 annual meeting of
stockholders. Information regarding these participants is contained in a
filing under Rule 14a-12 filed by ICN with the Securities and Exchange
Commission on April 4, 2002.
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