SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) Of
The Securities Exchange Act Of 1934
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[_] 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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[_] Check box if any part of the fee is offset as provided by Exchange Act
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The following is the text of an advertisement prepared by ICN Pharmaceuticals,
Inc. and appearing in the Thursday April 18, 2002 edition of the Wall Street
Journal.
[LOGO]
ICN PHARMACEUTICALS, INC.
RESTRUCTURING ON TRACK
Raise $525 million through a convertible subordinated notes
offering. COMPLETED
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File prospectus for ICN International. COMPLETED
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Tender offer and consent solicitation with respect to the
8-3/4% notes. COMPLETED
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File to request ruling from the IRS regarding tax-free
spin-off of Ribapharm. COMPLETED
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Ribapharm IPO. Sells 26 million shares, gross proceeds
of $260 million. COMPLETED
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Spin-off of Ribapharm to ICN's
stockholders. ANTICIPATED WITHIN SIX MONTHS.1
KEEPING OUR PROMISES
1 Subject to receipt of favorable ruling from the Internal Revenue Service
and satisfaction of other regulatory requirements.
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.
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ICN Pharmaceuticals, Inc. issued the following press release on April 17, 2002.
PRESS RELEASE
SOURCE: ICN Pharmaceuticals, Inc.
ICN RESPONDS TO OPPOSITION LETTER FILING
COSTA MESA, CA, April 17 2002 -- ICN Pharmaceuticals, Inc. (NYSE: ICN -
news) today issued the following response to a letter written by Iridian
Asset Management LLC and Franklin Mutual Advisers LLC.
Iridian Asset Management LLC
Franklin Mutual Advisers LLC
Mssrs. Carey, Gottlieb, Steen & Hamilton
Gentlemen:
I have your letter of April 15, 2002, regarding my statements interpreting
your proxy filing as dismissive of our legitimate corporate governance
procedures, as falsely suggesting that our own restructuring plan was timed
for reasons other than seeking optimum market conditions, as questioning
the similar market motives of our decision to postpone the separation of
ICN International until next year and as alleging that your filing was
intended to disrupt the company's restructuring at its most crucial hour.
When representatives of ICN first met with you about our independent
nominating committee, you were invited to propose nominees for vetting
through that process. Your response was to the effect that our nominating
committee could consider anyone it wanted, as long as it accepted your
three nominees. It is true that your nominees subsequently met with our
nominating committee, chaired by Gen. Ronald Fogleman, and that the
nominating committee indicated that they were ``qualified.'' This is not
the issue. The issue is whether ``take it or leave it'' is good corporate
governance, or whether an attempt to work with a committee, on which a
majority of members were elected on last year's shareholder slate, to find
mutually acceptable independent nominees might have avoided a contest and
been better for the other 91% of the company's shareholders.
The idea to restructure ICN into three separate companies was born of a
collaboration between us and our investment bankers. It was no one else's
idea, and certainly not yours since you have only been shareholders for a
few months. This was a complicated process with much risk, and certainly
one not abetted by the decline of the technology market. It is inescapable
to conclude from your filings and other public remarks that you believe we
are moving forward with our restructuring because of pressure from you,
mere latecomers to the process. Similarly, your criticism of our postponing
the separation of ICN International as more evidence of our lack of
commitment flies in the face of the same reality, namely, market conditions
that would have substantially disfavored our shareholders.
Another aspect of your opposition filing that I did not comment on before,
but which deserves strong condemnation, is the insinuation that somehow the
Ribapharm board does not contain a majority of independent directors
because of some familiarity with ICN in the past. Included in this
guilt-by- association opprobrium are such distinguished individuals as
Nobel prizewinner Roger Guillemin, former Canadian prime minister Kim
Campbell, and past chairman of the American Liver Foundation John Vierling.
Accusing such accomplished people of not being independent would be
outrageous were it not so completely risible in light of the fact that the
Franklin Resources board, the public parent company of Franklin Mutual
Advisers, has four out of nine directors who are related by blood or
marriage, and no nominating committee at all.
I stand by the conclusion that the timing and intention of your proxy
opposition is to disrupt the progress the company has made toward its
original restructuring goal, just so that short-term profit motives can be
satisfied and in callous disregard of the consequences to long-term
investors or to the future of a company that has been one of the industry's
highest performance leaders.
Sincerely,
ICN PHARMACEUTICALS, INC.
Alan F. Charles
Executive Vice President
Corporate Relations
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 http://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.
For further information, please contact Alan Charles of ICN
Pharmaceuticals, Inc., +1-714-545-0100, ext. 3012.
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