SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) Of
The Securities Exchange Act Of 1934
Filed by the Registrant [X]
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Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to Section 240.14a-12
ICN Pharmaceuticals, Inc.
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(Name of Registrant as Specified in its Charter)
N/A
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ICN Pharmaceuticals, Inc. issued the following press release on April 18,
2002.
[Letterhead of ICN Pharmaceuticals, Inc.]
ICN Pharmaceuticals Urges Shareholders to
Ignore Opposition Proxy
-- Advises Shareholders to Vote Only After Receiving Proxy from ICN --
Costa Mesa, CA, April 18, 2002 - ICN Pharmaceuticals (NYSE: ICN) today
urged shareholders to ignore the proxy materials mailed this week by an
opposition group of minority shareholders, and vote only after they receive
proxy materials from ICN directly. The opposition group of two
organizations has commenced a proxy fight in order to elect its own slate
of nominees to ICN's Board.
"We strongly urge shareholders to refrain from voting until they have
had the benefit of hearing from the ICN board and management," said Alan
Charles, Executive Vice President of Corporate Relations for ICN. "ICN will
be sending its own proxy material in the near future, and shareholders
should carefully review those materials to hear the full story before they
vote."
"ICN has achieved remarkable success since its inception more than 40
years ago," Charles added.
The company has continued to post record results, and its stock has
outperformed several major indices in the last twelve months. For the year
2001, ICN posted record full year revenues of $858 million and record full
year pre-tax income of $144 million. Year over year from March 2001 through
March 2002 ICN outperformed the drug industry by 42%. Most recently, the
company successfully completed the IPO of Ribapharm, raising over $260
million.
Charles also said, "When you examine the accomplishments of the
company, led by a strong and experienced board and management team,
shareholders will understand that this proxy fight makes no sense. This is
clearly an attempt to disrupt our efforts to complete our planned
restructuring to deliver value to our shareholders. The actions of the
opposition are not designed for the benefit all of shareholders at large,
but rather for their own narrow interests."
ICN, headquartered in Costa Mesa, California, is an innovative
research-based company. Its therapeutic focus is in anti-infectives,
including anti-viral, dermatology, and oncology.
Additional information is also available on the Company's Web site at
http://www.icnpharm.com.
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 12, 2002.
THE 'SAFE HARBOR' STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995. This press release contains forward-looking statements that
involve risks and uncertainties, including but not limited to, projections
of future sales, operating income returns on invested assets, regulatory
approval processes, and other risks detailed from time to time in the
Company's Securities and Exchange Commission filings.
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