SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) Of
The Securities Exchange Act Of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
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
[X] Definitive Additional Materials
[_] 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)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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Following is the text of a letter sent by ICN Pharmaceuticals, Inc. to
shareholders on May 6, 2002:
Dear Fellow Shareholders:
PERFORMANCE VS. UNCERTAINTY
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Look at ICN's Performance
o Record fourth quarter 2001 operating income of $78 million.
o Record fourth quarter 2001 royalty revenue of $54 million.
o Record 2001 revenues of $858 million.
o Record 2001 pre-tax income of a $144 million.
o Record first quarter 2002 revenues of $246 million.
o Record first quarter 2002 operating income of $66 million.
o Record first quarter 2002 net income of $34 million.
ICN BEATS PEERS* ICN BEATS TOP 10 PHARMACEUTICAL COMPANIES*
COMPANY NAME STOCK SYMBOL 1 YEAR RETURN COMPANY NAME STOCK SYMBOL 1 YEAR RETURN*
------------ ------------ ------------- ------------ ------------ -------------
BEST PERFORMERS BEST PERFORMERS
ICN Pharmaceuticals ICN 30.37% ICN Pharmaceuticals ICN 30.37%
Barr Labs BRL 24.24% Mylan MYL 21.75%
King Pharmaceuticals KG 19.54% Wyeth WYE 18.04%
Roche Holdings RHHBY 8.31% Abbott Labs ABT 15.23%
Amgen AMGN 4.70% Novartis AG-ADR NVS 3.39%
Enzon, Inc. ENZN -1.85% Pfizer, Inc. PFE 3.14%
Schering-Plough SGP -10.18% Eli Lilly & Co. LLY 2.46%
Andrx Group ADRX -21.05% Pharmacia Corp. PHA -7.37%
Watson Pharmaceuticals WPI -46.77% Biogen BGEN -20.23%
Merck & Co. MRK -20.82%
Bristol Myers Squibb BMY -25.43%
*4/2/01 through 3/28/02 *4/2/01 through 3/28/02
But, here we go again! Two dissident institutions, who have held their
stock for only ten months, are waging a costly, disruptive and unnecessary
proxy contest, triggering a change of control which may be expensive to
shareholders and potentially risk the solid performance being delivered by
management and the current board. Why? Do you want solid performance or an
uncertain future?
VOTE THE GOLD PROXY CARD
LET'S LOOK AT THE RECORD
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Your company was founded 42 years ago by Milan Panic with $200 and a
vision. On April 12th of this year, its billion dollar drug was offered to
the public as part of Ribapharm, the second largest biotech IPO in American
history.
ICN sold 29.9 million shares (19.9%) of Ribapharm and raised $299 million.
We also reduced long-term debt with a resulting cash interest savings of
$20 million per year. We were and we are committed to spin off the
remainder of Ribapharm shares to ICN shareholders upon IRS approval. Thus,
ICN shareholders will receive the benefit of Ribapharm's value.
Yet the dissidents, by mounting a proxy contest in the middle of our
restructuring plan, and by constantly criticizing our restructuring, appear
to us to be damaging the value it has taken management and the board
decades to build.
We have kept our promise to restructure. Ribapharm is public. ICN
International will soon be separated. We have followed the advice of our
bankers on market timing, and are proceeding expeditiously with ICN's
restructuring.
LET THE RESTRUCTURING PROVE ITSELF!
BOARD INDEPENDENCE AND CORPORATE GOVERNANCE
LET'S LOOK AT THE FACTS
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The election of your board's nominees this year will result in a board of
directors that has five of nine members who are clearly independent and
will have served one year or less.
These would include Messrs. Edward Burkhardt, Ronald Fogleman and Steven
Lee, who were elected as shareholder nominees last year, as well as Messrs.
Roderick Hills, former chairman of the Securities & Exchange Commission,
and Barry Cohen, former president of Merck Sharpe & Dohme International.
Both Messrs. Hills and Cohen were appointed to the board in April 2002 and
were found qualified by your independent nominating committee, consisting
of Messrs. Fogleman (chair), Burkhardt and Norman Barker.
This is good corporate governance. This is true independence.
In our view the dissidents' slate adds nothing to the independence of your
board, except to assure disruption, potential costly change of control
payments and an uncertain future for your company. Don't let them sell you
short!
VOTE THE GOLD PROXY CARD
We live in impatient times. Most of you have watched your company grow
through great difficulties by remaining persistent, strong, and above all,
patient.
It is easy to criticize; it is hard to perform, particularly in these
difficult times. All the dissidents have done is make personal attacks,
criticize our restructuring and question the independence of our board. We
will not respond to their personal attacks and we will let our proven
performance stand as our response to their criticisms.
The choice is simple - do you want directors who are focused on criticism
or performance?
We ask that before you vote you examine both our long-term and recent
record.
o Look at our business success.
o Look at our restructuring.
o Look at our board leadership.
o Look at our vision for the future.
DON'T LET CRITICISM AND UNCERTAINTY
UNDERMINE PERFORMANCE
On Behalf of the Board of Directors,
/s/ Milan Panic
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Milan Panic
Chairman and Chief Executive Officer
VOTE THE GOLD PROXY CARD
PLEASE VOTE THE GOLD PROXY CARD
IMPORTANT!
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1. REGARDLESS OF HOW MANY SHARES YOU OWN, YOUR VOTE IS VERY IMPORTANT.
PLEASE SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY CARD.
PLEASE VOTE EACH GOLD PROXY CARD YOU RECEIVE SINCE EACH ACCOUNT MUST
BE VOTED SEPARATELY. ONLY YOUR LATEST DATED PROXY COUNTS.
2. WE URGE YOU NOT TO SIGN ANY WHITE PROXY CARD SENT TO YOU BY THE
DISSIDENT GROUP.
3. EVEN IF YOU HAVE SENT A WHITE PROXY CARD TO THE DISSIDENT GROUP, YOU
HAVE EVERY RIGHT TO CHANGE YOUR VOTE. YOU MAY REVOKE THAT PROXY, AND
VOTE AS RECOMMENDED BY ICN'S BOARD BY SIGNING, DATING AND MAILING THE
ENCLOSED GOLD PROXY CARD IN THE ENCLOSED ENVELOPE.
4. IF YOUR SHARES ARE HELD IN THE NAME OF A BANK, BROKER OR OTHER
NOMINEE, PLEASE DIRECT THE PARTY RESPONSIBLE FOR YOUR ACCOUNT TO VOTE
THE GOLD PROXY CARD AS RECOMMENDED BY ICN'S BOARD.
IF YOU HAVE ANY QUESTIONS ON HOW TO VOTE YOUR SHARES, PLEASE CALL OUR PROXY
SOLICITOR:
MORROW & CO. at (800) 607 - 0088.