Icahn Throws Down the Gauntlet in Second Try for Forest Labs Board Seats
For the second time in less than a year, Carl Icahn is looking to replace board members of Forest Laboratories with his own slate of directors. Through his High River Limited Partnership and other entities, the activist shareholder submitted a Form 13D filing with the US Securities and Exchange Commission declaring his intent to nominate a minority slate of candidates for election at Forest’s 2012 Annual Meeting. The meeting date has yet to be set.
Icahn’s filing did not disclose how many board candidates he will seek to nominate and identified only one of the candidates: Eric Ende, a former biotechnology analyst for Merrill Lynch. Ende was nominated with three other candidates to Forest’s board at last year’s annual meeting in August. Ende and the rest of Icahn’s slate were rejected by company shareholders, after Icahn sought to shake up the board following disappointing stock performance and management concerns.
Icahn is Forest’s second-largest shareholder, with 26.4 million shares or a 9.9-percent stake in the company. “We always value constructive input from our shareholders, but we are puzzled and disappointed that Mr. Icahn’s first chosen method of engagement since last year is the threat of yet another proxy contest,” said Howard Solomon, Forest’s chairman, CEO, and president. Solomon is one of 10 directors on Forest’s board. Directors are elected to one-year terms.
Forest is looking to bounce back following the loss of patent protection on March 14 for its antidepressant Lexapro®. Sales shrunk to $355.8 million in the fourth quarter of the company’s 2012 fiscal year, ending March 31, compared with $594.8 million in the year-ago period. However, for all of fiscal year 2013, Forest has issued guidance projecting that Lexapro will generate sales of approximately $250 million and income from authorized generic sales of Lexapro of approximately $115 million.
The company is also just a few years away from losing patent exclusivity for its other top-selling drug, the Alzheimer disease therapy Namenda®. It recorded sales of $393.1 million during the quarter, up 19.5% from a year earlier. For FY 2013, Forest Labs estimates that sales of Namenda will grow approximately 17% over the $1.4 billion reported during FY 2012.
Last year Forest launched three new drugs: the anti-infection Teflaro, the lung disease therapy Daliresp, and the depression treatment Viibryd. Teflaro generated $22.4 million in FY 2012, a number Forest Labs projects will nearly triple to approximately $65 million in the current fiscal year. The company also expects Daliresp sales to zoom to about $85 million from $31.2 million in FY 2012, while sales of Viibryd are expected to more than triple to roughly $175 million from $56.5 million in FY 2012.
“We are optimistic about our future prospects and believe we are well positioned to build on our strong track record of success, while continuing to deliver groundbreaking therapies to the patients and communities we serve,” Solomon stated.
Shares of Forest Labs rose this morning to $34.44, up from yesterday’s close of $33.66 and well above the stock’s 52-week low of $28.47 in December. Forest shares reached $40.52, however, after Icahn’s previous nominations to the company board.