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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ISS Recommends A Vote "FOR" Iridian Asset Management LLC and Franklin Mutual
Advisers, LLC Nominees at ICN Pharmaceuticals
New York, New York, May 24, 2002/ -- Iridian Asset Management LLC and Franklin
Mutual Advisers, LLC announced today that Institutional Shareholder Services
("ISS") has recommended to its clients that stockholders of ICN Pharmaceuticals
(NYSE: ICN) vote the WHITE proxy "FOR" their slate of director nominees at ICN's
2002 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" FMA and Iridian's nominees, Randy
Thurman, Richard Koppes and Robert O'Leary, ISS concludes:
"At the end of the day, this contest is really about maximization of
shareholder value . . .."
"We believe that the election of three new independent directors to the ICN
board would be a tremendous step towards clearing the haze of controversy
that appears to be clouding the market's view of ICN's true value . . .."
On the independence and experience of FMA and Iridian's nominees, ISS concludes:
"[W]e believe that the [FMA/Iridian] slate is wholly independent of Panic
and is less likely to harbor any reluctance, whether out of personal
allegiance to Panic or an institutionalized preference for the status quo,
to proceed with the shareholder-mandated breakup of ICN."
"The [FMA/Iridian] slate in aggregate has significant experience related
specifically to ICN's business and to the particular demands of the current
efforts to restructure the company."
"[FMA/Iridian's] slate of directors is clearly more independent and possess
more relevant industry experience and more corporate governance expertise
than management's slate."
ISS also has this to say about ICN's incumbent board of directors:
"There are several factors that call the incumbent directors' independence
from Panic into question. First and foremost, is the $300,000 bonus
received by the company's directors for the Ribapharm IPO. We believe that
the board's role in the IPO process should fall under the normal course of
a director's duty and therefore does not call for the payment of a rather
rich bonus."
"This raises questions as to whether the incumbents are willing or able to
provide the kind of aggressive oversight of management that current events
appear to require."
"Shareholders have clearly called for Ribapharm to be completely
independent of and separate from ICN and the influence of ICN management.
The inclusion on Ribapharm's initial board of [certain] directors raises
significant questions about management's willingness to accede to the will
of shareholders, however, and, once again, about the ability (or
willingness) of the incumbent ICN directors to hold management's feet to
the fire on this issue."
"In this case, there are just too many controversies surrounding Panic. .
.. Each of these issues raises concerns about the incumbent directors'
ability to actively oversee Panic and the rest of management. Additionally,
we believe last year's overwhelming shareholder vote . . . clearly
demonstrates that shareholders desire an independent board that is free of
any ties to management that could distract directors from their duties to
shareholders."
Iridian and FMA had the following comment:
"We are gratified that ISS, a neutral and respected outside observer, after
careful consideration, supports our efforts to achieve real change at ICN.
We and our nominees, Randy Thurman, Richard Koppes and Robert O'Leary, are
committed to the creation of shareholder value, the furtherance of the
highest standards of corporate governance and the best interests of all ICN
shareholders. A vote on the WHITE proxy card in favor of their election
will give our nominees the opportunity to work for you to achieve these
goals."
"Your vote is important. Together, you and we can deliver a broad and deep
mandate for change at ICN. Time is short. We ask all shareholders of ICN to
take the time now to send in their WHITE proxy cards and make sure your
vote is counted and your voice is heard."
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. Stockholders
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:
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Hedda Nadler Mackenzie Partners, Inc.
Mount & Nadler Larry Dennedy or Charlie Koons
Tel: (212) 759-4440 Tel: Call Collect: (212) 929-5500
Toll Free: (800) 322-2885