SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [_]
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[_] Preliminary Proxy Statement [_] Confidential, For Use of the
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[_] Definitive Additional Materials by Rule 14a-6(e)(2))
[X] Soliciting Material Pursuant to
Rule 14a-11(c) or Rule 14a-12
ICN PHARMACEUTICALS, INC.
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(Name of Registrant as Specified In Its Charter)
SSP - Special Situations Partners, Inc.
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Introduction
This website has been created by SSP Special Situations Partners, Inc. ("SSP")
in order to permit stockholders of ICN Pharmaceuticals, Inc. ("ICN") and other
interested parties to obtain access to materials filed by SSP with the United
States Securities and Exchange Commission (the "SEC") and other relevant
material, and to facilitate stockholder communication with SSP.
SSP is a privately owned investment company which is directly and indirectly
controlled by Dr. Tito Tettamanti, a successful Swiss investor and
industrialist.
Prior to soliciting proxies with respect to ICN, SSP will file with the SEC, and
will furnish to security holders of ICN a proxy statement, which security
holders are advised to read as it will contain important information. Security
holders may obtain a free copy of such proxy statement (when available) and
other related documents filed by SSP and ICN on this website, as well as from
the SEC website at www.sec.gov. When available, the proxy statement may also be
obtained from SSP, at c/o Fidinam (Monte Carlo) SAM - Monte Carlo Palace, 7
boulevard des Moulins, MC 98000 Monaco.
Information concerning the identity of SSP and of each of the executive officers
and directors of SSP who may be deemed to be participants in any solicitation by
SSP of proxies with respect to ICN, including a description of their direct and
indirect interests in ICN, may be obtained from the Schedule 13D, dated November
15, 1999, as amended with respect to ICN filed by SSP with the SEC, and
available on this website under "SEC Filings."
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SEC Filings
All filings may also be accessed at the SEC website at www.sec.gov., or at one
of the SEC's public reference rooms. Information regarding the SEC reference
rooms can be obtained by calling the SEC at 1-800-SEC-0330.
Click on the dates below to view the relevant SEC filing.
Filing Date
September 7, 2000 13d/A - disclosing SSP's delivery of a demand letter
for a stockholder list to ICN and SSP's purchase of
certain senior notes of ICN.
August 28, 2000 14a - SSP's response to a letter from Mr. Panic dated
Aug. 28, 2000 (see "Other Information" below to view
Mr. Panic's letter)
August 28, 2000 14a & 13d/A - summarising correspondence between SSP
and ICN between July 24, 2000 and August 28, 2000.
Materials filed as exhibits
1. SSP memo to file dated July 25, 2000 relating to a
meeting of representatives of SSP and Mr. Panic on
July 24, 2000
2. Letter from Dr. Tettamanti to Mr. Panic dated July
28, 2000 relating to the meeting between
representatives of SSP and UBS Warburg
3. Letter from Mr. Panic to Dr. Tettamanti dated July
31, 2000 relating to ICN's continued interest in
pursuing the SSP plan
4. Letter from SSP to Mr. Panic dated August 8, 2000
relating to Nycomed Amersham's public offering of 10%
of the stock of its subsidiary
5. Letter from Dr. Tettamanti to Mr. Panic dated
August 24, 2000 relating to SSP's opposition to the
Ribapharm IPO
July 27, 2000 13d/A - stating that representatives of SSP met with
Mr. Panic on July 24, 2000 to discuss the
restructuring and that the meeting was constructive.
June 28, 2000 13d/A - SSP's response dated June 26, 2000 (attached
as an exhibit) to the publication of ICN's
restructuring plan on June 15, 2000 (see "Other
Information" below to view the press release relating
to ICN's restructuring plan)
June 14, 2000 13d/A - letter dated June 13, 2000 from SSP (attached
as an exhibit) to the board of ICN with a suggested
restructuring plan to enhance the value of ICN's
shares by means of a full break-up of ICN into three
separate and completely independent companies
Dec 6, 1999 13d/A - describing the initial meeting between SSP
and ICN management to discuss potential restructuring
proposals
Nov 15, 1999 13d - disclosing SSP's stockholding in ICN and SSP's
belief that the shares are undervalued
Other Information
Click on the dates below to view the relevant document
Aug 28, 2000 Letter from Mr. Panic to SSP dated Aug. 28, 2000
June 15, 2000 ICN press release announcing its restructuring plan
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Contact us
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Message
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c/o Fidicam (Monte Carlo) SAM-Monte Carlo Palace-7, boulevard des Moulins-MC
98000 Monaco, Telephone +377-9310-6140
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ICN Pharmaceuticals, Inc.
News Release
CONTACT: Investors, Carol Ruth, 917-639-4111, or media, Pete Holmberg,
917-639-4122, both for ICN Pharmaceuticals, Inc.
ICN Responds to Shareholder Letter
COSTA MESA, Calif., Aug. 28/PRNewswire/-ICN Pharmaceuticals (NYSE:ICN) released
today the following text of a letter from its Chairman Milan Panic responding to
Tito Tettamanti of Special Situation Partners of the Cayman Islands. ICN said it
was releasing the text of its letter to the press as Tettamanti had made his
letter public on Friday, August 25th.
Dear Mr. Tettamanti:
While we appreciate what you indicate as your concern for the long term
interests of ICN shareholders, I must once again, reiterate to you that the plan
we are following is one we believe does, in fact, represent the long term
interests of ICN and its shareholders. We outlined to you previously the issues
that are at the foundation of this restructuring. You continue to ignore them.
Let me outline them once again:
o The plan as filed is the one that our bankers, UBS Warburg did, if fact,
recommend. The statement you made in your letter that our advisors
recommended otherwise is completely inaccurate. UBS looked at many
different options and alternatives to unlock shareholder value. We, and our
investment bankers, have concluded that our current course of action, among
many different alternatives, is the best way to maximize shareholder value.
o At the foundation of our restructuring was the consideration of certain tax
implications for our shareholders. If a spin-off was implemented now,
shareholders could pay a tax rate as high as 39 percent. Such a high tax
rate could force some shareholders to reduce their positions in order to
pay taxes.
o Also of consideration was at this point, there is no true market value for
Ribapharm. Its value will be clearly established once it trades in the
market as a separate, public company.
o ICN management is proceeding with its restructuring plan in a rational,
step by step process. The Class B stock that will be created is indeed
being set up for the possibility of a tax-free spin-off which cannot be
implemented at this time according to U.S. tax regulations. I am sure you
appreciate that we must take into consideration the tax status of all of
our shareholders, the great majority of whom are U.S. residents. I urge you
to carefully read pages 63 through 64 of the Ribapharm prospectus which
clearly outlines this Class B stock as well as pages 11 through 12, which
deal with the tax issues in detail. I am sure you will find them
informative.
I hope you will take time to read the prospectus carefully to understand the
points that ICN management and the Board of Directors took into consideration in
designing this restructuring, which we firmly believe is in the best interests
of ICN shareholders. The plan, we believe, looks after the long-term interests
of ICN shareholders and employees as well as those that look to ICN for their
healthcare needs. These needs must be balanced with those whose interests are
for short-term gains.
In closing, I would like to point out that just two years ago, The Wall Street
Journal ranked ICN "Best Performer" in the pharmaceutical industry with the
highest five year return. More recently, ICN has been reporting record results
for its shareholders. In the last four quarters, ICN achieved record revenues in
each quarter. In three of these four quarters, operating profit reached record
levels and in two of the four quarters, net income also reached record levels.
The Company closed the second quarter as of June 30, 2000 with the highest cash
position in its history.*
Sincerely,
Milan Panic
*References to historical financial performance exclude the results of ICN
Yugoslavia.
ICN manufacturers and markets a broad range of prescription and non-prescription
pharmaceuticals and biotechnology research product in over 90 countries. The
Company employs some 13,000 people worldwide. ICN has operations in North and
Latin America, Western, Central and Eastern Europe, and the Pacific Rim
countries. Additional information is also available on the corporate 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, the progress of FDA reviews, and other risks detailed from time to
time in the Company's Securities and Exchange Commission filings.
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ICN Pharmaceuticals, Inc.
NEWS RELEASE
CONTACT: Media - Peter Murphy, 714-545-0100, ext. 3213, or Investor - Mariann
Ohanesian, 714-545-0100 ext. 3230, both of ICN Pharmaceuticals, Inc.
ICN Pharmaceuticals Announces Strategic Restructuring
NEW YORK, June 15/PRNewswire/--Following the engagement of UBS Warburg, four
months ago by ICN to evaluate efforts to enhance shareholder value and position
the company strategically for long-term profitability, growth and increased
shareholder value, ICN Pharmaceuticals, Inc. (NYSE: ICN), today announced plans
approved by its Board of Directors to reorganize into three publicly-traded
companies. In conjunction with this announcement the Company filed today an S-1
registration statement with the Securities and Exchange Commission (SEC)
relating to the proposed initial public offering (IPO) of shares of Class A
Common Stock of Ribpharm Inc. UBC Warburg is acting as lead underwriter
(book-runner) and CIBC World Markets is the co-manager for this offering.
The evaluation process concluded that dividing ICN into three separate public
companies would unlock the value of the components, allow each to focus on its
core competencies and ultimately provide greater transparency to enable
investors to value each of the parts against a universe of comparables. One of
the publicly-traded companies will comprise ICN's research and development
activities; the second company will comprise ICN's operations in Eastern and
Western Europe and the Pacific Basin. The third and existing company, ICN
Pharmaceuticals, will retain a majority interest in the two new companies in
addition to its existing North and Latin America pharmaceutical operations.
Milan Panic, chairman and chief executive officer of ICN Pharmaceuticals, will
be Chairman of all three companies and Chief Executive Officer of ICN
Pharmaceuticals. Each company will have separate management teams and Boards of
Directors.
Ribapharm will comprises the following:
ICN's royalty stream from ribavirin:
an ICN-discovered drug that is licensed to Schering-Plough for sales in
combination with Schering's Interferon A as REBETRON in the U.S. and REBETOL
(ribavirin/Virazole(R)) in Europe for the treatment of Hepatitis C
Royalty payments totaled $110 million in 1999 and $34 million in the first
quarter of 2000
ICN's R&D operations, including:
ICN's library of at least 3,500 nucleoside analog compounds
(chemically modified components of DNA)
-Laboratories and equipment
-Patents
-R&D personnel
-Facilities in California
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, 229 Park Avenue, New York, New York 10171 (212)
821-4011.
A registration statement relating to the shares of Class A common stock of
Ribaparm 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 press release 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.
ICN presently expects to make an offering of the common stock of ICN
International by the end of calendar year 2000. ICN intends to apply for listing
of these shares on the Budapest stock exchange and secondarily on the London
Stock Exchange. ICN International will be headquartered in Moscow and will have
approximately 12,600 employees and 13 manufacturing sites and will include the
following:
ICN's operations in Russia, where ICN is the largest pharmaceutical producer,
marketer and distributor; in Poland; Hungary; the Czech Republic Montenegro;
Macedonia and other countries in southeastern Europe as well as ICN's operations
in Western Europe and the Pacific Basin.
The shares of common stock of ICN International 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 U.S. absent registration or an applicable exemption from
the registration requirements of that act.
The parent company, ICN Pharmaceuticals, will retain the current North American
and Latin American businesses. It will maintain a majority ownership of the
common stocks of the two new companies. It will be comprised of operations in
the U.S., Canada, Mexico, Puerto Rico and Latin America, including Brazil and
Argentina. ICN Pharmaceuticals will continue to trade on the New York Stock
Exchange and will have approximately 1,700 employees and eight manufacturing
sites with approximately $307 million in revenue on a 1999 pro forma basis.
ICN is a research-based global pharmaceutical company that manufactures, markets
and distributes a broad range of prescription and non-prescription
pharmaceuticals under the ICN brand name. ICN has operations in North and Latin
America, Western, Central and Eastern Europe, and the Pacific Rim countries.
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.
