NEW YORK, Dec. 3, 2008 /PRNewswire-FirstCall/ -- Forest Laboratories, Inc. today announced that it has been notified of an unsolicited mini-tender offer by TRC Capital Corporation (TRC) of Toronto, Canada, a private investment company. Forest Laboratories has received a copy of the tender offer to purchase up to 3.0 million outstanding shares of the company's common stock, which represents less than 1 per cent of its outstanding shares. The offer price of $20.35 per share represents a 4.0% discount to the $21.20 closing price of the shares on December 1, 2008, the day before the date of the offer to purchase document.
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Based on the terms of the offer, Forest recommends that stockholders not tender their shares in response to the mini-tender. Forest is not affiliated in any way with TRC Capital, the offer or the offer to purchase documentation.
Mini-tender offers are third party offers which seek to acquire less than 5% of a company's outstanding shares and which therefore are not subject to many procedural protections and disclosure and dissemination requirements of the Securities and Exchange Commission that apply to offers for more than 5% of a company's outstanding shares.
The Securities and Exchange Commission (SEC) has issued "Tips for Investors" regarding mini-tender offers to alert investors regarding these mini-tender offers, noting that some bidders make mini-tender offers at lower than market prices which may result in some investors failing to compare the offer price to the current market price. Investors should not assume that the price offered includes the premium usually present in larger, traditional tender offers. Forest Laboratories urges shareholders to obtain current market quotations for their Forest stock, consult with their broker or financial advisor and exercise caution with respect to TRC's offer or the offer documentation. The SEC's advisory may be found at http://www.404.gov/investor/pubs/minitend.html.
Forest also draws the attention of broker dealers and other market participants in the dissemination of the offer to the SEC's recommendations to broker dealers in these circumstances which can be found on the SEC website at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and to Information Memo Number 01-27 issued by the New York Stock Exchange on September 28, 2001 regarding the dissemination of mini-tender offer materials, which can be found under the "Regulation-- Information Memos" tab on NYSE's website at http://www.nyse.com/audience/marketprofessionals.html. Forest requests that a copy of this press release be included with all distributions of materials relating to TRC's mini-tender offer.
Forest shareholders that have already tendered their shares are advised that they may withdraw their shares as described in TRC Capital's offer to purchase document prior to the expiration of the offer, which is currently scheduled to expire at 12:01 AM, EST on Wednesday, December 31, 2008.
About Forest Laboratories
Forest Laboratories is a U.S.-based pharmaceutical company with a long track record of building partnerships and developing and marketing products that make a positive difference in people's lives. In addition to its well-established franchises in therapeutic areas of the central nervous and cardiovascular systems, Forest's current pipeline includes product candidates in all stages of development and across a wide range of therapeutic areas. The company is headquartered in New York, NY. To learn more about Forest Laboratories, visit http://www.frx.com/.
Except for the historical information contained herein, this release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks and uncertainties, including the difficulty of predicting FDA approvals, the acceptance and demand for new pharmaceutical products, the impact of competitive products and pricing, the timely development and launch of new products, and the risk factors listed from time to time in Forest Laboratories' Annual Report on Form 10-K, Quarterly Report on Form 10-Q, and any subsequent SEC filings.
