EX-1
from SC 13D/A
2 pages
Additionally, Based on Our “Activist Record,” I Find Your Statement That Having Our Candidates on the Board Would Be a Distraction Both Laughable and Indefensible. We Have Greatly Enhanced Value in Numerous Companies on Which We Had Minority Board Representation, Particularly in Bio-Tech Companies, Which Include Amylin, Biogen, Genzyme and Imclone. When Our Representatives First Joined the Amylin Board in June 2009, the Stock Was Trading at $11.26 Per Share. in No Small Part Due to Our Candidates’ Efforts, It Was Just Announced That Bristol-Myers Agreed to Acquire Amylin for $31.00 Per Share, Representing an Increase of Over 175% From That June 2009 Price. at the Time Very Few Thought This Outcome Was Possible. Additionally, the Share Prices of Biogen, Genzyme, and Imclone Have Increased by Approximately 180%, 48%, and 132%, Respectively, Since the Date Our Representatives Joined (Or Announced Joining) Those Boards. I Believe There Is Little Argument That Without Our Candidates’ Presence on the Boards of These Companies These Stellar Results Would Not Have Been Obtained. Indeed, From the Time Our Candidates Joined the Boards of These Companies, Theirs Stocks Have Meaningfully Outperformed the Biotech Index. We Believe the Candidates We Intend to Nominate All Have Superior Qualifications and Would Be Productive Members of the Forest Labs’ Board. We Also Believe They Will Be a Strong Force in Replicating the Stellar Results That Our Nominees Have Helped to Produce in the Bio-Tech Companies Mentioned Above
12/34/56
EX-1
from SC 13D/A
3 pages
We Have Received Your Letter Responding to Our Demand for Disclosure From Forest Labs Under Section 220 of the Delaware Law, in Which You Refused to Provide US With Documents Concerning a Number of Items. Most Disturbing Is Your Refusal to Provide Any Information Relating to Succession Planning for Forest Labs. It Is Inarguable That the Most Important Role at a Company Is That of Chief Executive Officer. Given That This Role Has Been Filled by 84-Year Old Howard Solomon for the Past 35 Years, the Stockholders Have a Right to Know How the Company Intends to Fill This Role Going Forward. Perhaps You Really Have No Succession Plan at All. but Even More Troubling, Perhaps There Are Plans That Are Not Being Disclosed Regarding Howard Solomon’s Son, David Solomon, a Man Whose Only Senior Level Executive Experience Has Come From Working for His Father (Prior to That David Was in the Business of Making Movies). What Is Forest Labs Trying to Hide? Howard Solomon and This Board, Who Collectively Own Less Than 2% of This Great Company, Must Be Made to Realize That Forest Labs Is Not a Dynasty to Be Despotically Handed Down From Father to Son Ignoring the Great Risk of This Action to Its Shareholders
12/34/56
