SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
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[X] Definitive Additional Materials Rule 14a 6(e)(2))
[ ] Soliciting Material Pursuant
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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The following is the text of a press release issued by Iridian Asset Management
LLC and Franklin Mutual Advisers, LLC on April 23, 2002.
Letter to ICN Pharmaceuticals, Inc. From
Iridian Asset Management LLC and Franklin Mutual Advisers, LLC
Proposed Nominee
Westport, CT and Short Hills, NJ. April 23, 2002. Iridian Asset
Management LLC and Franklin Mutual Advisers, LLC, the investment manager for
Franklin Mutual Series Fund Inc., released the text, set forth below, of a
letter sent yesterday to ICN Pharmacuticals, Inc. (NYSE: ICN) by Richard H.
Koppes, one of Iridian and FMA's three nominees for election to ICN's board of
directors.
"Gentlemen:"
"I have read your preliminary proxy statement (and related press
release), as well as Mr. Panic's letter to me reproduced therein. I was
surprised to learn that despite the views expressed in my letter to
General Fogleman, you've chosen the course you have."
"Let me without delay reassure you that I am willing to serve as a
director of ICN if elected and that, if elected, I will always act in
what I believe to be the best interests of all of the shareholders. And
I always keep an open mind."
"There are, however, a number of statements in your letter and proxy
materials to which I take exception."
"I take strong exception to your conclusion that my participation in a
brief meeting in Chicago with some members of your nominating committee
constituted my `consent' to being included on a slate of ICN nominees."
"I also disagree with your statement, and its implied threat, that were
I not to agree `to serve on the Company's slate' I could not be
properly nominated by Iridian or FMA. Your letter itself notes, not two
paragraphs later, that directors are not elected to a board as a slate
and your demand that I `agree to serve on the Company's slate' is
wholly without merit. As you know, I agreed with Iridian and FMA to be
nominated by them and gave them my consent, in precisely the terms
called for by ICN's charter (to be named in the proxy statement and to
serve as a director if elected). I stand by that agreement and that
consent. All reasonable persons would understand that `the proxy
statement' in question refers to that of the persons by whom a proposed
nominee has agreed to be nominated (in my case, Iridian and FMA). The
intent of this requirement (which mirrors the federal proxy rules) is,
of course, to prevent the nomination of persons against their wishes."
"As my letter to General Fogleman made clear, neither I nor Iridian or
FMA object if you choose to fill out your slate by favoring my
election. However, I do object if in doing so you create any confusion
or implication (whether in your written proxy materials or your other
solicitation efforts) that I am lending my name, stature or reputation
to the election campaign of the company or that I am supportive in any
way of ICN's approach to corporate governance."
"For example, it is not sufficient that you disclose in your materials
merely that I intend to advocate the candidacy of Randy Thurman and
Robert O'Leary. This misstates my intent. I intend, as my earlier
letter clearly stated, to advocate the election of all of FMA and
Iridian's nominees (including myself), as I believe the addition to the
board of we three shareholder-nominated directors as a group is the
best choice for ICN shareholders. Similarly, it is not sufficient that
you disclaim any implication that I am supporting ICN's two candidates
as this omits the fact that I intend to advocate against their
election."
"Finally, I must reiterate that I share, and will advance, the concerns
raised by Iridian and FMA, including their skepticism at ICN's proxy
season embrace of corporate governance principles."
"I want to again indicate that I look forward to serving on the Board
of ICN and working to improve its corporate governance and maximizing
value for its shareholders."
"Sincerely,"
"Richard H. Koppes"
Iridian is an SEC-registered investment adviser located in Westport,
CT. Iridian manages approximately $11 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 $266 billion in assets under
management as of February 28, 2002. For more information, please call 1-800/DIAL
BEN(R) or visit franklintempleton.com.
Contact: For Press: For Shareholders and Institutions:
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Hedda Nadler Mackenzie Partners, Inc.
Mount & Nadler Tel: Call Collect: (212) 929-5500
Tel: (212) 759-4440 Toll Free: (800) 322-2885
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") a definitive proxy
statement dated April 18, 2002, which is being disseminated to stockholders.
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.
You may also obtain a free copy of Iridian and FMA's proxy statement by
contacting Mackenzie Partners in the manner described above.