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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FROM: Iridian Asset Management LLC
Franklin Mutual Advisers, LLC
PRESS RELEASE
Letter from
Iridian Asset Management LLC and Franklin Mutual Advisers, LLC
to ICN Board of Directors
Westport, CT and Short Hills, NJ. May 6, 2002. The following is the text of a
letter sent to the Board of Directors of ICN Pharmaceuticals, Inc. (NYSE: ICN)
on May 6, 2002 from Iridian Asset Management LLC and Franklin Mutual Advisers,
LLC, the investment manager for Franklin Mutual Series Fund Inc.
"Ladies and Gentlemen:"
"Your chairman, Milan Panic, during his remarks on ICN's May 2, 2002
first quarter earnings conference call, indicated that ICN might consider
declaring a 'conditional dividend' of its remaining interest in Ribapharm, even
before receiving a favorable ruling from the Internal Revenue Service. Mr. Panic
indicated that the 'conditional dividend' could occur prior to ICN's annual
meeting on May 29, 2002 at which it is possible that the composition of your
board will change. Mr. Panic's suggestion raises precisely the same issue to
which we alerted you in our letter of April 9, 2002 regarding the possibility of
a Ribapharm 'trust.'"
"As we hope you will have read in our proxy statement, we do strongly
favor a timely spin-off of Ribapharm. However, we believe more strongly that a
spun-off Ribapharm must be managed by qualified executives under the direction
of a responsible, experienced and capable board of directors. Both the
management and board of Ribapharm must be, and must be seen to be,
wholly-independent, in substance not merely in form, of the influence of ICN's
long-time incumbent management."
"Unless Ribapharm is both in fact and in appearance 'truly independent'
in this sense, we believe that its true value will never be fully reflected in
the market. It will suffer from the same chronic discount that plagues ICN, and
one of the most important goals that motivated the spin-off will not have been
achieved. We think this is already evidenced by Ribapharm's post-IPO market
valuation."
"As you must also know from our proxy materials and our earlier letter
to you of April 9, 2002, we believe that the composition of the present
management and board at Ribapharm does not meet this standard."
"We have raised this issue with ICN shareholders in connection with the
upcoming board election. We have had the opportunity in recent days to speak to
the holders of a very large portion of ICN's shares and have learned that they
share our views and concerns."
"As we have previously communicated to you, in our view, no spin-off
(or transaction in contemplation of a spin-off, including a 'conditional
dividend') should be taken or countenanced unless ICN's Board retains the
authority to ensure that Ribapharm is truly independent and the ICN Board should
take no steps to relinquish its ability to control Ribapharm prior to the
upcoming annual meeting."
"Any such step, taken at the eleventh hour just prior to the annual
meeting, will in our judgment properly be understood by ICN's shareholders as a
desperate and unconvincing tactic to whitewash the reality of 18 months of
unfulfilled commitments."
"Moreover, as we have also communicated to you, it is our belief that
any measure eliminating or constraining the ability of the ICN Board that will
be elected on May 29, 2002 to control the affairs of Ribapharm rushed into place
in the midst of an election contest raising squarely the issue of how that
control should be exercised, would be a blatant and transparent attempt to evade
the judgment of ICN's shareholders and effectively to disenfranchise them. Under
these circumstances, we believe that your fiduciary obligations to ICN's
shareholders compel you not to authorize or countenance any such measure."
"We once again wish to express our every confidence that you will act
in the strictest conformity, in spirit as well as form, with your duties as
fiduciaries for the shareholders of ICN."
"Very truly yours,"
IRIDIAN ASSET MANAGEMENT LLC
FRANKLIN MUTUAL ADVISERS, LLC
Iridian is an SEC-registered investment adviser located in Westport, CT.
Iridian manages approximately $12 billion for institutional clients, pension
funds, charitable foundations and endowments, and invests primarily in mid-cap
and large-cap U.S. equities.
Franklin Mutual Advisers, LLC is a subsidiary of Franklin Resources, Inc.
[NYSE:BEN], a global investment organization operating as Franklin Templeton
Investments. Franklin Templeton provides global and domestic investment
management services through its Franklin, Templeton, Mutual Series and Fiduciary
Trust subsidiaries. The San Mateo, CA-based company has over 50 years of
investment experience and more than $274 billion in assets under management as
of March 31, 2002. For more information, please call 1-800/DIAL BEN(R) or visit
franklintempleton.com.
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") and disseminated to
stockholders a definitive proxy statement dated April 18, 2002. Stockholders are
advised to read the proxy statement as it contains important information.
Stockholders may obtain a free copy of the 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 below.
Contact: For Press: For Shareholders and Institutions:
Hedda Nadler Mackenzie Partners, Inc.
Mount & Nadler Tel: Call Collect: (212) 929-5500
Tel: (212) 759-4440 Toll Free: (800) 322-2885