SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
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ICN Pharmaceuticals, Inc.
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(Name of Registrant as Specified in Its Charter)
ICN Committee to Maximize Shareholder Value
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The following is the text of a letter sent to shareholders of ICN on or about
May 23, 2001:
The ICN Committee to Maximize Shareholder Value
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TIME IS SHORT! DON'T DELAY!
VOTE THE ENCLOSED GOLD PROXY CARD TODAY!
Dear Fellow Shareholders,
ICN's annual meeting is rapidly approaching. As you make a final
decision how to cast your vote, we urge you to keep the following points in
mind.
THE NATION'S LEADING PROXY VOTING ADVISORY FIRM
RECOMMENDS A VOTE "FOR" THE COMMITTEE'S NOMINEES
Institutional Shareholder Services, widely recognized as the leading
independent proxy advisory firm in the nation, after giving careful
consideration to the arguments presented by both sides, has recommended a vote
on the GOLD proxy card "FOR" the Committee's slate of director nominees.
Citing ICN's "uneven governance history" and its "recent retreat" from
the restructuring plan to which it committed in October, ISS concluded that
"shareholders would be best served by electing the [Committee's nominees] to
ICN's board. . . . Indeed, the election of new directors with a clear mandate to
propel the restructuring and spinoff of Ribapharm forward appears to offer one
of the best near-term means of restoring the market's confidence in the
restructuring plan and enhancing shareholder value." (emphasis added)
We've enclosed a copy of our press release with a more detailed
description of ISS's report. We urge you to read it in its entirety.
ICN CONTINUES ITS ATTEMPT TO DISTRACT SHAREHOLDERS AND
AVOID THE ISSUES
Carefully-Selected Disclosure. We find that ICN's recent press release
epitomises its entire approach to the facts and the issues in this election.
Amazingly, ICN chose to quote from ISS's 20-page report only one paragraph,
about ICN's financial results (which has never been an issue for us), and
conveniently managed never once to mention that ISS has recommended voting
AGAINST the ICN management slate.
Smear Campaign. Similarly, ICN has repeatedly resorted to telling
half-stories in exaggerated terms - casting aspersions through innuendo on the
members of the Committee and our nominees. ICN began its campaign in this
fashion - and was obliged to retract prior statements lacking an independent
factual foundation - and we aren't surprised to see it continue.
Ludicrous Litigation. You should be aware that the lawsuit filed by ICN
against the Committee and its members seeks, in the event the incumbent slate
loses the election, a recount of the vote at the annual meeting and the removal
of any of the Committee's nominees elected, setting the stage for an attempt to
invalidate the votes of ICN's shareholders and to frustrate the exercise of
shareholder democracy.
THE REAL QUESTION IS THE COMMITMENT OF ICN'S INCUMBENT
MANAGEMENT TO ENHANCING SHAREHOLDER VALUE
In ICN's recent press release, Milan Panic bluntly summed up for ICN's
shareholders his view: "The issue at stake is not the performance of . . .
[ICN's] management and the progress of the corporate restructuring plan now
underway."
Quite simply, we couldn't disagree more with Mr. Panic. We believe
ICN's management and the progress of the restructuring plan are precisely the
issues at stake.
The Committee believes the restructuring plan supported by Special
Situations Partners and announced by ICN in October must be actively pursued to
unlock unrealized value at ICN.
The Committee believes that Milan Panic and the incumbent ICN Board
have failed to demonstrate tangible progress in effecting the restructuring
plan.
Indeed we suspect that Mr. Panic and ICN's Board do not intend to
deliver on their October commitments and that Mr. Panic does not intend, any
time soon, to give up control of any of ICN's businesses.
ISS also expressed its doubts about Mr. Panic's commitment to the
October plan and its belief that a reversion to ICN's original June plan (which
ISS suggests management would prefer) "would be seriously adverse to
shareholders."
The Committee believes that Milan Panic's statements, attitude and
record have sapped investor confidence in ICN and detract from the company's
sound business fundamentals.
Ask yourself - can you name another CEO at the helm of a major American
corporation who has:
o not once but TWICE entered into SEC consent decrees and is
currently the object of a further SEC complaint;
o settled not one but SEVEN claims of alleged sexual harassment by
employees; and
o expressed the view that "[s]stockholders who get involved with what
I do are speculators, manipulators, and sometimes blackmailers?"
Ask yourself if you're happy about where the company's money goes?
o $3.5 million to help fund Mr. Panic's settlement of a sexual
harassment claim;
o $9.25 million reserved for pending SEC litigation and a grand jury
investigation;
o $4.0 million on this proxy contest.
The Committee does not believe that ICN's incumbent board of directors
is truly independent of Mr. Panic and ICN's management or that they have
sufficient incentive to dedicate themselves to maximizing shareholder value.
We are not alone. In its report, ISS cites ICN's "checkered governance
history" and "the widespread perception on the street that ICN's board is little
more than a pawn of management." (emphasis added)
TO ADDRESS THE REAL ISSUES, ELECT DIRECTORS
INDEPENDENT OF MANAGEMENT
If you agree with us, you can help elect to the Board a group of truly
independent, stockholder-nominated directors who are wholly independent of Milan
Panic and incumbent management and are dedicated to the prompt pursuit of the
October restructuring plan and increased stockholder value.
Send the message to ICN and the remaining directors that you take seriously both
the need for Board independence and the Board's prior commitments regarding the
enhancement of stockholder value.
Your Vote is IMPORTANT - Cast your Vote
on the enclosed GOLD Proxy Card "FOR" the Committee's Nominees
If you have already voted management's WHITE proxy card and wish to
change your mind, it's not too late. Simply sign, date and return the enclosed
GOLD proxy card in the prepaid envelope provided. Only your latest dated proxy
card will be voted at the meeting.
If you have any questions or require additional information, please
call Mackenzie Partners, Inc. at (800) 322-2885 (Toll Free) or (212) 929-5500
(Call Collect).
The ICN Committee to Maximize Shareholder Value
May 23, 2001
If you have any questions or need help voting your shares, please call:
[MacKenzie Partners, Inc. logo]
156 Fifth Avenue
New York, NY 10010
email: proxy@mackenziepartners.com
Call Collect: (212) 929-5500
or Toll-Free: (800) 322-2885
Facsimile: (212) 929-0308