Forest, Icahn trade barbs ahead of showdown
Forest Laboratories Inc. (NYSE:FRX) and Carl Icahn issued dueling statements on Friday ahead of the company's Aug. 15 annual meeting, where the activist investor will seek to install his slate of four directors on Forest's board. Icahn claims Forest is preventing him from disclosing to shareholders details on change-of-control provisions in certain undisclosed deals, as well as another undisclosed issue that Icahn called a "smoking gun." Icahn is seeking permission from the Delaware Court of Chancery to release the information, which he received confidentially from Forest this week. He originally sought the information to determine whether Forest has included anti-takeover provisions in its licensing deals, citing a 2004 deal with Cypress Bioscience Inc. for fibromyalgia drug Savella milnacipran. Icahn said that partnership includes a provision allowing Cypress to void the deal if there is a change of control not approved by Forest's board.
Forest said in a statement that change-of-control provisions are "standard and conventional" in licensing deals, and that its deals are "not structured to deter a potential acquisition" (see BioCentury Extra, July 30). ...