SCHEDULE 14A INFORMATION
Proxy Statement Pursuant To Section 14(a) Of
The Securities Exchange Act Of 1934
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RULE 14A-6(E)(2))
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[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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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Following is the text of a letter sent by ICN Pharmaceuticals, Inc. to its
stockholders on or about May 17, 2002:
[ICN Logo]
Dear Shareholder:
ICN Pharmaceuticals has long been proud of its achievements. Our board
and management team have never slowed in our efforts to build value for
shareholders. Last year you saw this company deliver one of the strongest
operating results in its history, with record revenues of $858 million and
record pre-tax income of $144 million.
That trend continued into the first quarter of this year, with record
revenues of $245 million, record operating income of $65 million, and
record earnings of $37 million.
POSITIONED FOR STRONG GROWTH
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The momentum we have gained in the last 42 years shows no sign of
abating. Our business plan calls for continued growth for ICN in 2002 and
beyond. We expect to see growth in revenue, operating income and earnings
from our specialty pharmaceutical business as we aggressively move to
capture market opportunities, both in the U.S. and abroad.
Some of the elements from our business plan that will drive this
growth include:
* Focus on acquisitions and new products to continue building our
R&D pipeline.
* Shift in product mix to higher-margin products that will drive
continued growth in our margins.
* Expansion in the rapidly growing dermatology business to capture
significant market opportunities in the baby boomer population.
* Growth in our international markets, particularly in the
expanding opportunities in Eastern Europe and Latin America.
* Continued effort to reduce general and administrative expenses to
drive improvements in operating margins and profits, with a
targeted G&A to revenue ratio of 7 percent.
RESTRUCTURING TO ENHANCE SHAREHOLDER VALUE
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You also saw us make demonstrable steps in our promise to restructure
the company. The steps that we have taken and expect to take include:
* Successful completion of the Ribapharm IPO, raising $299 million.
* Reduced cash interest expense by $20 million per year.
* Spin-off or distribution of the remaining interest in Ribapharm,
pending approval from the IRS.
* IPO for our international operations, which we currently expect
to take place by early 2003 depending on market conditions.
* Increase in the transparency of our financial models through the
publication of pro forma financial results for our major business
units.
We have a plan for success for ICN that will deliver meaningful
results. Our restructuring is gaining momentum. In spite of these plans and
our continued record results, we are being challenged by a minority group
of shareholders that we believe offer you NOTHING.
THE DISSIDENTS - NO VISION, NO PLAN, NO EXPERIENCE
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The opposition shareholders have not demonstrated to us any vision for
ICN, any strategic plan or any experience managing a global pharmaceutical
business. ICN is a complex business. Our experienced managers have
successfully proven themselves with a 42-year track record of strong
results. In our view, it would be a risky venture to turn the business over
to persons we perceive to be inexperienced managers with no plan or vision
for the company.
This is a critical point in the history of your company. We are on the
cusp of major change and significant growth in our fundamental business.
This is a time when your Board needs unity in focus and direction, and not
the disruption that will be caused by the change in control sought by the
opposition, just at the time when we are building momentum.
SEND A CLEAR MESSAGE TO THE OPPOSITION.
Vote for proven results.
Vote for an experienced team who really knows how to run this
business.
Vote for the company that has a business plan that will continue to
deliver.
VOTE THE GOLD PROXY CARD - SUPPORT YOUR BOARD
On Behalf of the Board of Directors,
/s/ Milan Panic
Milan Panic
Chairman and Chief Executive Officer
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, returns on invested assets, regulatory
approval processes, and other risks detailed from time to time in the
Company's Securities and Exchange Commission filings.
VOTE THE GOLD PROXY CARD - SUPPORT YOUR BOARD
IMPORTANT!
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1. Regardless of how many shares you own, your vote is very important.
Please sign, date and mail the enclosed GOLD proxy card.
Please vote each GOLD proxy card you receive since each account must
be voted separately. Only your latest dated proxy counts.
2. We urge you NOT to sign any White proxy card sent to you by the
Dissident Group.
If you have any questions on how to vote your shares, please call our proxy
solicitor:
MORROW & Co., Inc. at 1-800-607-0088