SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) Of
The Securities Exchange Act Of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
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[_] CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] 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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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[_] Check box if any part of the fee is offset as provided by Exchange Act
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The following is the text of a letter sent to ICN Pharmaceuticals, Inc.
shareholders on or about May 1, 2001:
This is ICN.
[ICN research and product photos]
Special Message to Shareholders
April 30, 2001
[Logo of ICN Pharmaceuticals, Inc.]
"ICN MANAGEMENT AND BOARD OF DIRECTORS ARE COMMITTED TO THE RESTRUCTURING..."
Dear ICN Shareholder:
I don't have to tell you about the turbulence in the financial markets.
What I do want to tell you is how this turbulence is affecting our ability
to complete our restructuring plan with the initial stock offerings of ICN
International and Ribapharm. A picture, as the old saying has it, is worth
a thousand words. These charts clearly show the deterioration of both the
biotechnology and emerging markets sectors over the last eight months.
[Nasdaq Biotech Index from September 25 to April 20, 2001]
Eight Month Change = -34%
[Morgan Stanley Emerging Growth Index from September 25 to April 20, 2001]
Eight Month Change = -43%
Source: Bloomberg
The Ribapharm offering is expected to be one of the largest biotech public
offerings ever. The ICN International offering will be a major block of
equity for the European markets to absorb. Given the size and the target
investor base of both offerings, strong participation from the
institutional investor community will be key. Both companies are
fundamentally very strong but until market sentiment for new issues
improves, we will wait -as many others are - on the sidelines. We are in
communication with our investment bankers on this issue and closely
monitoring the markets.
We are working diligently to ensure that the offerings will be ready when
the markets recover. A registration statement related to the Ribapharm
offering is on file with the Securities and Exchange Commission but is not
yet effective. And just last month, we filed draft offering circulars for
ICN International with the Budapest and London stock exchanges.
Given the fundamental strength of our operating units, their potential
attractiveness to investors and the growth markets they operate in, we are
optimistic that we will be able to complete our offerings in the right
market conditions.
While ICN management and the board of directors are committed to the
restructuring, it would be irresponsible and contrary to our shareholders'
best interests for us to sell stock in our attractive businesses at an
inadequate valuation.
On another front, we filed our preliminary proxy with the Securities and
Exchange Commission for the 2001 annual shareholders meeting. The meeting
will be held on May 30, 2001. Shareholders of record on April 23, 2001 will
be eligible to vote. I hope many of you will take the opportunity to
attend. Our nominees for the board this year are distinguished leaders
whose qualifications and backgrounds provide additional independent
expertise to our existing board. They include:
o Dr. Ray Irani, Chief Executive Officer, Occidental Petroleum. Dr.
Irani brings to the ICN Board almost 30 years of experience in
top managerial positions at Occidental. He serves as Honorary
Chairman of the Board of Canadian Occidental Petroleum Ltd. and
is a member of the Boards of Directors of Kaufman and Broad Home
Corporation and Cedars Bank. Dr. Irani is a member of the Board
of Trustees at the University of Southern California.
o The Right Honorable Kim Campbell, former Primer Minister of
Canada. Ms. Campbell is trained as a lawyer and political
scientist specializing in international politics and Soviet
government. Ms. Campbell's career spans academia, the practice of
law, administration and elected official at all three levels of
government. Ms. Campbell was Consul General of Canada in Los
Angeles from 1996 to 2000. In that capacity, she was active in
promoting trade development and investment especially in the
areas of multimedia, information technology, biotechnology and
the entertainment industry.
o Charles T. Manatt, partner and a founder of the law firm of
Manatt, Phelps, Phillips and former U. S. Ambassador to the
Dominican Republic. Mr. Manatt served as Chairman of the
Democratic National Committee from 1981 to 1985. Mr. Manatt is
being nominated to return to the ICN Board on which he previously
served for seven years. His level of knowledge about ICN and its
industry is a valuable asset to the company, the management and
other ICN board members.
You can be sure that we will keep you informed as market conditions change.
In the meantime, we continue to manage ICN in the best interests of
shareholders.
[Photo of Milan Panic]
Sincerely,
/s/ Milan Panic
Milan Panic
Chairman and Chief Executive Officer
"OUR NOMINEES FOR THE BOARD THIS YEAR ARE DISTINGUISHED LEADERS."
ICN stockholders are strongly advised to read the proxy statement relating
to ICN's 2001 annual meeting of stockholders when it becomes available, as
it will contain 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 will mail the proxy statement
to each stockholder of record on the record date to be 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.
ICN, its executive officers and directors named below 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 Schedules 14A filed by ICN with the Securities and Exchange Commission
on April 19, 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.
This is ICN Leadership:
Creating Value Through Performance
[GRAPHIC OMITTED - PHOTO OF TEST TUBES]
Value
[GRAPHIC OMITTED - PHOTO OF SCIENTIST]
Growth
[GRAPHIC OMITTED - PHOTO OF VIALS]
Innovation
Financial Growth
(1,3) Revenues (BAR GRAPH)
Compounded Growth 24%
6 Years of Record Revenues
1995 $273M
1996 $347M
1997 $527M
1998 $696M
1999 $747M
2000 $800M
(3) Dividends (BAR GRAPH)
Compounded Growth 9%
1995 $0.19
1996 $0.20
1997 $0.21
1998 $0.24
1999 $0.28
2000 $0.29
(1,3) Operating Income (BAR GRAPH)
Compounded Growth 31%
1995 $47M
1996 $43M
1997 $65M
1998 $121M (2)
1999 $199M
2000 $184M
1 Excludes Yugoslavia.
2 Excludes Eastern European charges, including losses incurred in
Yugoslavia in the second quarter of 1998, losses incurred in the third
quarter of 1998, related to the Russian economic crisis, and the
write-off of ICN Yugoslavia.
3 Charts not to scale.
Proven Leadership
o RECORD PERFORMANCE: Record 2000 revenues of $800 million . . . Another
record year
o ENHANCED R&D: Increased investment more than twofold for accelerated
drug discovery
o INCREASING ROYALTY STREAM: 2000 Ribavirin royalties grew 42% to $155
million
o NEW HEPATITIS C TREATMENT: EU approval of Rebetol(R)and
Pegintron(TM)combination therapy for chronic hepatitis C
o RESTRUCTURING GOING FORWARD: Significant progress in restructuring to
enhance shareholder value
o STRENGTHENED THE BOARD FURTHER WITH INDEPENDENT, EXPERIENCED AND
DISTINGUISHED LEADERS:
-- The Right Honorable Kim Campbell, former Prime Minister of Canada
-- Dr. Ray Irani, Chief Executive Officer, Occidental Petroleum
-- Proposed: Charles T. Manatt, partner in law firm Manatt, Phelps,
Phillips; former U.S. Ambassador, Dominican Republic.
ICN stockholders are strongly advised to read the proxy statement relating
to ICN's 2001 annual meeting of stockholders when it becomes available, as
it will contain 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 will mail the proxy statement
to each stockholder of record on the record date to be 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.
Any securities of ICN International offered will not be and have not been
registered under 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.
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
Schedule 14A filed by ICN with the Securities and Exchange Commission on
April 19, 2001.
ICN Pharmaceuticals, Inc.
3300 Hyland Avenue, Costa Mesa, CA 92626
TEL: 800-548-5100 x2403, WEB: icnpharm.com
[Logo of ICN Pharmaceuticals, Inc.]