SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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to Section 240.14a-11(c) or
Section 240.14a-12
ICN PHARMACEUTICALS, INC.
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(Name of Registrant as Specified in its Charter)
Iridian Asset Management LLC
and
Franklin Mutual Advisers, LLC
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(Name of Person(s) Filing Proxy Statement, if other than Registrant)
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The following is the text of a letter first sent by Iridian Asset Management LLC
and Franklin Mutual Advisers, LLC to shareholders of ICN Pharmaceuticals, Inc.
on or about April 24, 2002.
IRIDIAN ASSET MANAGEMENT LLC FRANKLIN MUTUAL ADVISERS, LLC
276 Post Road West 51 John F. Kennedy Parkway
Westport, Connecticut Short Hills, New Jersey
April 24, 2002
Dear Fellow ICN Shareholders:
Iridian Asset Management LLC and Franklin Mutual Advisers, LLC are
institutional investment managers and shareholders, along with you, of ICN
Pharmaceuticals. We own on behalf of our clients over 10% of the outstanding ICN
shares.
We have joined together to nominate and support the election of three
highly-qualified directors, Richard H. Koppes, Robert W. O'Leary and Randy H.
Thurman (the "Shareholder Nominees"), at ICN's annual meeting of shareholders
which will be held on May 29, 2002. A copy of our proxy statement is enclosed.
In October 2000, ICN announced a restructuring plan and another major
ICN shareholder won certain agreements from ICN giving shareholders the means to
exercise their voting rights effectively to enforce ICN's public commitments
regarding the restructuring plan. Last May, ICN shareholders took advantage of
that mechanism, choosing, by a resounding two-to-one vote, three directors
nominated by shareholders over the slate of the Milan Panic-led ICN Board. ICN
Shareholders sent a message in the strongest possible terms to ICN's incumbent
management and Board.
Unfortunately, we believe the past year has shown that the message fell
on deaf ears.
ICN may tell you that it has moved diligently and that its
restructuring is "on track." We disagree!
What little movement toward its restructuring ICN has made over the
past year has been, in our view, insufficient and made only grudgingly against a
background of persistent pressure from shareholders and the investment
community.
Importantly, we also believe the continuing presence of Milan Panic at
the helm of the Company, his dismissive attitude toward shareholders and his
controversial reputation are among the chief reasons ICN's market valuation lags
those of its peers and fails to adequately reflect the Company's fundamentals.
Most recently, Milan Panic was personally rewarded with a cash payment by the
Company of almost $30 million, for completing what is merely a first step in the
restructuring promised to shareholders 18 months ago.
Substantially reducing the role Mr. Panic plays in the Company's
management would, we believe, be one of the chief benefits of completing the
restructuring of ICN as originally announced in October 2000. Recall that an SEC
complaint is currently pending against Mr. Panic seeking an order barring him
from acting as an officer or director of any publicly-traded company. In our
view, the continuing role and influence of Milan Panic at ICN will be an urgent
matter to be addressed by ICN's new Board.
ICN may tell you that it is updating and revising its corporate
governance policies.
However, we believe you will share our profound skepticism and
suspicion at the idea that ICN and its long-time Chairman, facing a proxy
contest for the second year in a row and the prospect of a majority of
shareholder-nominated directors, have suddenly and conveniently embraced the
gospel of good governance. If nothing else, remember that ICN's Corporate
Governance Committee in the five years 1997, 1998, 1999, 2000 and 2001 did not
meet a single time.
It is time for the shareholders, the owners of ICN, to take the next
step envisioned in October 2000. ICN's shareholders deserve a Board whose
allegiance to the best interests of ICN shareholders cannot be questioned. By
electing our three Shareholder Nominees to the Board you can deliver a
unmistakable mandate for real change at ICN supported by a Board committed and
empowered to deliver that change.
IRIDIAN ASSET MANAGEMENT LLC FRANKLIN MUTUAL ADVISERS, LLC
/s/ David L. Cohen /s/ David Winters
David L. Cohen David Winters
Principal President
Your Vote is IMPORTANT
We Urge You to Cast Your Vote
"FOR" the Shareholder Nominees on the enclosed WHITE Proxy Card Today
If you have any questions or need help voting your shares, please contact
[MacKenzie Partners, Inc. logo]
MACKENZIE PARTNERS, INC.
105 Madison Avenue
New York, NY 10016
email: proxy@mackenziepartners.com
Call Collect: (212) 929-5500
or Toll Free: (800) 322-2885
Facsimile: (212) 929-0308
IMPORTANT INFORMATION
In connection with their solicitation of proxies with respect to the 2002 annual
meeting of stockholders of ICN Pharmaceuticals, Inc. ("ICN"), Iridian Asset
Management LLC ("Iridian") and Franklin Mutual Advisers, LLC ("FMA") have filed
with the Securities and Exchange Commission (the "SEC") a definitive proxy
statement dated April 18, 2002, which is being disseminated to stockholders.
Stockholders are advised to read the proxy statement as it contains important
information. Stockholders may obtain a free copy of the definitive proxy
statement and other relevant documents filed with the SEC from the SEC website
at www.sec.gov. You may also obtain a free copy of Iridian and FMA's proxy
statement by contacting MacKenzie Partners in the manner described above.