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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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Following is the text of a press release issued by ICN Pharmaceuticals,
Inc. on May 3, 2002:
ICN PHARMACEUTICALS ANNOUNCES FILING OF REVISED PRELIMINARY PROXY
- MAILING TO SHAREHOLDERS TO COMMENCE SHORTLY -
- SHAREHOLDERS URGED TO VOTE THE GOLD CARD -
COSTA MESA, Calif., May 3 /PRNewswire-FirstCall/ -- ICN Pharmaceuticals
(NYSE: ICN - news) today announced that it filed its revised preliminary
proxy materials with the Securities and Exchange Commission (SEC) in
connection with its 2002 Annual Shareholders Meeting. The mailing of
definitive proxy materials to all shareholders is expected shortly.
Included in the revised preliminary proxy materials is the company's slate
of nominees for election at the annual meeting. The nominees are Senator
Birch Bayh, Abraham "Barry" Cohen, and Rosemary Tomich. The nominees were
deemed qualified by the independent nominating committee and unanimously
approved by the board of directors as those best qualified to serve the
interests of all shareholders.
Shareholders are urged to vote only the gold proxy card that they receive
in the materials to be mailed by ICN and to discard the white proxy card
previously sent by opposition shareholders.
Alan Charles, Executive Vice President, Corporate Relations, commented, "We
believe the track record of our board and management team speaks for
itself. We have consistently delivered results for our shareholders,
including the completion of one of the most successful years in our
operating history and the IPO for a 20 percent interest in Ribapharm. Our
strong performance continued this year with our operations turning in
record revenue and earnings for the first quarter of 2002 that were well
ahead of last year.
"The choice before shareholders is clear: a proven management team and
board that have led them to consistently strong performance, or a group the
company believes has no long-term vision or plan for the company or any
experience in our business, particularly a business with a global scope. We
believe our shareholders deserve a board that is actively working for all
of their interests. We believe that objective will only be achieved by
electing the slate of directors nominated by ICN."
Birch Bayh is a prominent Washington attorney and a former United States
Senator from Indiana. He has served on the Boards of ICN-affiliated
companies since 1984.
Mr. Cohen is a retired Senior Vice President of Merck & Co. and President
of Merck Sharp and Dohme International. Mr. Cohen serves as a director of
the international conglomerate Akzo Corporation, located in the
Netherlands, Chugai Pharmaceutical in Tokyo, Japan, and Smith Barney
(Mutual Funds).
Ms. Tomich is the owner of the Hope Ranch Cattle Company and the A.S.
Tomich Construction Company, and has been a member of ICN's board since
2001.
The company's prior preliminary proxy materials also included the
nomination of Richard Koppes, who is on the opposition slate of director
nominees. Mr. Koppes chose not to consent to having his name from the
company's slate of nominees.
Charles continued, "We are disappointed that Mr. Koppes chose not to
consent at such a late date, and chose to serve only the narrow interests
of two minority shareholders. In his own words, Mr. Koppes had indicated in
his letter to the company of April 22, 2002, a strong desire to serve on
ICN's board when he said, 'Let me without delay assure you that I am
willing to serve as a director of ICN if elected, and, that if elected, I
will always act in what I believe to be the best interests of all of the
shareholders.' Mr. Koppes further added,' ... neither I nor Iridian or FMA
object if you choose to fill out your slate by favoring my election.'
"We responded to these affirmative statements of Mr. Koppes intent in good
faith by adding him to our slate of director nominees in a true spirit of
good corporate governance and with respect for the opposing views of
others. Now that he has belatedly changed his mind, we must conclude that
he did not mean to truly act in the best interests of all shareholders, but
only in the interests of a minority group of shareholders."
ICN, headquartered in Costa Mesa, California, is an innovative research-
based company. Its therapeutic focus is in anti-infectives, including anti-
virals, dermatology, and oncology.
Additional information is also available on the Company's Web site at
http://www.icnpharm.com.
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ICN has filed a preliminary proxy statement relating to ICN's 2002 annual
meeting of stockholders with the Securities and Exchange Commission on
April 29, 2002 and will file with the SEC and forward to ICN stockholders a
definitive proxy statement. ICN stockholders are strongly advised to read
the definitive proxy statement when it becomes available, as it will
contain important information. Stockholders may obtain the preliminary
proxy statement and will be able to obtain the definitive proxy statement,
when available, and any amendments to the proxy statement and other
documents filed by ICN with the SEC for free at the Internet website
maintained by the SEC at www.sec.gov. In addition, ICN will mail the
definitive proxy statement to each stockholder of record on April 9, 2002.
ICN will also make additional copies of the definitive proxy statement and
any amendments to the definitive proxy statement available for free to
ICN's stockholders. Please direct your request for the definitive 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 and director nominees 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 the preliminary proxy statement filed with the SEC on April
29, 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: Investors, Mariann Ohanesian, ext.
3230, or Media, Alan Charles, ext. 3013, both of ICN Pharmaceuticals, Inc.,
+1-714-545-0100.