SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) Of
The Securities Exchange Act Of 1934
Filed by the Registrant [X]
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Check the appropriate box:
[_] Preliminary Proxy Statement
[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[X] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-12
ICN Pharmaceuticals, Inc.
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(Name of Registrant as Specified in its Charter)
N/A
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Following is the text of a press release issued by ICN Pharmaceuticals,
Inc. on May 20, 2001:
[LOGO - ICN PHARMACEUTICALS, INC.] International Headquarters
ICN Plaza
3300 Hyland Avenue
Costa Mesa, California 92626
Telephone: (714)545-0100 x.3230
FAX: (714) 641-7215
Telex: 67-0413
Media: Investors:
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Peter Murphy Joseph Schepers
714-545-0100 ext. 3213 212-754-4422
ICN SUES TETTAMANTI AND HIS "COMMITTEE" FOR
VIOLATIONS OF THE FEDERAL SECURITIES LAWS
New York, NY, May 10, 2001 - ICN Pharmaceuticals, Inc. (NYSE: ICN) said
today that it filed a lawsuit against Tito Tettamanti and his "Committee"
for violations of federal securities laws. Named as defendants are Tito
Tettamanti, Eric Knight, Herbert A. Denton, SSP-Special Situations
Partners, Inc., Providence Capital, Inc., and the Committee's nominees for
election to the ICN Board of Directors, Edward Burkhardt, Ronald R.
Fogleman and Steven J. Lee.
The lawsuit, filed in the United States District Court for the Southern
District of New York, alleges that the defendants filed a materially false
and misleading proxy statement with the Securities and Exchange Commission
and disseminated the materially false and misleading proxy statement to ICN
stockholders on May 3, 2001, along with a materially false and misleading
solicitation letter. The material misrepresentations and omissions alleged
in the complaint include:
- Failing to disclose that the Committee's true plan is not to put
"watchdogs" on the ICN Board as the Committee claims, but rather
to seize control of ICN - - without paying a control premium - -
and then to sell ICN for short-term personal profit, thus
abandoning ICN's long-term strategic plan to enhance shareholder
value through ICN's promising research and development program;
- Misrepresenting that ICN's management and Board have abandoned
plans to carry out the previously announced restructuring of the
Company;
- Failing to disclose that the restructuring under current market
conditions is impossible and that the Committee's spin-off plan
would trigger a default under hundreds of millions of dollars of
ICN senior notes;
- Trumpeting the Committee's nominees as "men of substantial
business experience and integrity" who "are committed to the
maximization of shareholder value", while failing to disclose
that:
- In 1999, Edward Burkhardt was ousted as chief executive
officer of Wisconsin Central Transportation, Co.
("Wisconsin Central"), the company he founded, and then
with the backing of Herbert A. Denton and Providence
Capital, Inc. failed in his proxy fight to regain
control of Wisconsin Central; and
- PolyMedica, Inc. (of which Committee nominee Steven J.
Lee is chairman and chief executive officer and Herbert
Denton is an appointed board member) lost one-half of
its market value in one day late last year following a
report in Barron's that the FBI was probing PolyMedica
and operations of its subsidiary for "possible
health-care fraud." Last month, PolyMedica confirmed in
a press release that the FBI has contacted "at least
one employee and one ex-employee" of PolyMedica's
subsidiary "to find out about [its] operations."
The lawsuit seeks, among other things, a declaratory judgment that
defendants violated federal securities laws and, if necessary, a court
order voiding all proxies solicited by defendants through their allegedly
false and misleading proxy solicitation.
ICN is an innovative, research-based, global pharmaceutical company that
manufactures markets and distributes a broad range of prescription and
non-prescription pharmaceuticals under the ICN brand name. Its therapeutic
focus is on anti-infectives, including anti-virals, dermatology and
oncology. Additional information is also available on the company's website
at http://www.icnpharm.com.
THE 'SAFE HARBOR' STATEMENT UNDER THE PRIVATE SECURITIES LITIGATION REFORM
ACT OF 1995. This press release contains forward-looking statements that
involve risks and uncertainties including, but not limited to, projections
of future sales, operating income, subsidiary reorganization, regulatory
approval processes, operations in countries with unstable economies, the
progress of FDA reviews, and other risks detailed from time to time in the
Company's Securities and Exchange Commission filings.
ICN stockholders are strongly advised to read the definitive proxy
statement filed by ICN on May 1, 2001 relating to ICN's 2001 annual meeting
of stockholders as it contains important information. Stockholders will be
able to obtain this proxy statement, any amendments to the proxy statement
and other documents filed by ICN with the Securities and Exchange
Commission without charge at the Internet website maintained by the
Securities and Exchange Commission at www.sec.gov. In addition, ICN has
mailed the proxy statement to each stockholder of record on the record date
established for the stockholders meeting. ICN will also make additional
copies of the proxy statement and any amendments to the proxy statement
available without charge to ICN's stockholders. Please direct your request
for the proxy statement to Investor Relations, ICN Pharmaceuticals, Inc.,
3300 Hyland Avenue, Costa Mesa, California 92626, telephone (714) 545-0100,
extension 3104 or Georgeson & Company, Inc. at (800) 223-2064 (toll-free).
ICN, its executive officers and directors may be deemed to be participants
in the solicitation of proxies for ICN's 2001 annual meeting of
stockholders. Information regarding these participants is contained in the
definitive proxy statement filed by ICN with the Securities and Exchange
Commission on May 1, 2001.
Any securities of ICN International offered will not be and have not been
registered under the U.S. Securities Act of 1933, as amended, and may not
be offered or sold in the United States, absent registration or an
applicable exemption from registration requirements.
When available, copies of the preliminary prospectus relating to the
offering of shares of Class A Common Stock of Ribapharm Inc. may be
obtained from the offices of UBS Warburg LLC, 299 Park Avenue, New York,
New York 10171 (212) 821-4011.
A registration statement relating to the shares of Class A common stock of
Ribapharm Inc. has been filed with the U.S. Securities and Exchange
Commission but has not yet become effective. These securities may not be
sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This communication shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any state in which such offer, solicitation
or sale would be unlawful prior to registration or qualification under the
securities laws of any such state.
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