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ICN Pharmaceuticals, Inc.
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(Name of Registrant as Specified in Its Charter)
ICN Committee to Maximize Shareholder Value
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The following is the text of a press release issued by the ICN Committee to
Maximize Shareholder Value on May 21, 2001:
ISS Recommends A Vote "FOR" ICN Committee's Nominees
New York, New York, May 21, 2001/ -- The ICN Committee to Maximize Shareholder
Value announced today that Institutional Shareholder Services ("ISS") has
recommended to its clients that stockholders of ICN Pharmaceuticals (NYSE: ICN)
vote the GOLD proxy "FOR" the Committee's slate of director nominees at ICN's
2001 Annual Meeting of stockholders.
ISS is widely recognized as the leading independent proxy advisory firm in the
nation. Their work is relied upon by hundreds of major institutional investment
firms, mutual funds and other fiduciaries throughout the country.
In recommending that its clients vote "FOR" the Committee's nominees, Edward A.
Burkhardt, General Ronald R. Fogleman and Steven Lee, ISS concluded:
"[S]hareholders would be best served by electing the [Committee's
nominees] to ICN's board. The company's uneven governance history,
coupled with management's recent retreat from the terms of the October
restructuring proposal, are sufficiently concerning to warrant the
addition of new, aggressively independent directors to the board.
"Indeed, the election of new directors with a clear mandate to propel
the restructuring and spinoff of Ribapharm forward appears to offer one
of the best near-term means of restoring the market's confidence in the
restructuring plan and enhancing shareholder value."
ISS also had this to say about the independence of ICN's incumbent board of
directors:
"[O]ne may fairly question management's real commitment to the idea of
having an independent board. . . . Of the three new management nominees
up for election at this year's meeting, Mr. Manatt is a former director
who, with the other incumbents, may bear a degree of responsibility for
failings of ICN's boards past. Mr. Irani, for his part, has been a
regular target of shareholder activists for governance foibles at
Occidental Petroleum. And Ms. Tomich, a new director who is not up for
election this year, is a personal friend of Mr. Panic."
"Without assessing the merits of management's individual candidates,
therefore, it appears that the new ICN directors as a group may not
offer the promise of aggressive independent oversight that shareholders
crave."
"By contrast, the dissident slate of directors promises to add a
clearly independent viewpoint to the board's deliberations on the
restructuring. . . . And the dissidents' interests appear to be
well-aligned with those of other shareholders, both via their
significant stake in the company (at four percent, SSP is one of the
company's largest shareholders), and as evidenced by their active
campaign to bring about a spin-off of Ribapharm and, potentially, ICN
International."
In its report, ISS also questioned whether ICN's incumbent board and management
are sufficiently committed to proceeding with the restructuring as expeditiously
as possible and remarked on what it called ICN management's retreat on important
components of the restructuring plan announced in October:
"[W]e find cause for concern in management's recent disclosure that it
has apparently abandoned its prior promise to spin off to shareholders
not only Ribapharm, but also ICN International. . . . leav[ing] intact
for the foreseeable future a corporate structure that has been soundly
rejected by shareholders (and by the market, which punished the
company's stock upon announcement of a similar proposal in June 2000)."
"Management's retreat from the ICN International component of the
October 2000 plan justifiably raises doubts, therefore, about Mr.
Panic's commitment to the balance of the October plan--namely, the
Ribapharm spinoff. We believe that the terms of the June proposal may
be instructive as to what management would prefer to do, and we believe
that a reversion to the June plan's treatment of Ribapharm would be
seriously adverse to shareholders, preserving Ribapharm as the
majority-owned and controlled subsidiary of a Panic-run parent."
Eric Knight, Managing Director of SSP-Special Situations Partners, a member of
the ICN Committee to Maximize Shareholder Value, had the following comment: "We
are gratified that a neutral and experienced outside observer has, after careful
consideration, acknowledged the force of the Committee's arguments, the
unquestionable independence of our nominees and that a vote on the GOLD proxy
card "FOR" our nominees is the best means available to shareholders of enhancing
shareholder value."
Enquiries:
Eric Knight
SSP-Special Situations Partners Inc.
Tel. + (377) 93 10 61 40