NEW YORK, Aug. 13, 2012 /PRNewswire/ -- Carl Icahn today issued the following letter to the board of directors of Forest Labs (NYSE: FRX):

To the Forest Labs Board of Directors:

I would like to take this opportunity to respond to the statement you issued on Friday, August 10, 2012.  I believe it crosses the line from mischaracterization to blatant misstatements.  Accordingly, I find it imperative to set the record straight.

Corporate Governance Promises – An independent board committee did not play an appropriate role in the corporate governance commitments Forest made to shareholders during our last proxy contest.  Board members Lieberman and Goodman, who we, along with ISS and Glass Lewis, do not view as independent, were forced to pick an expert from a pool of candidates put together by Forest Labs own legal and financial advisors.  No matter what you state it cannot be refuted that the corporate governance expert was engaged and reported to the full Board, chaired and controlled by Howard Solomon, not any independent committee, as indeed Forest Labs promised to do.  It is inarguable that this promise was broken.  THE PROCESS UNDERTAKEN BY FOREST IS AKIN TO HAVING THE FOX DETERMINE HOW THE HENHOUSE SHOULD BE CLEANED UP AND SAFEGUARDED. 

Anti-Change of Control Provision in Cypress License Agreement – Contrary to statements you made in your August 10 statement, this change of control provision has nothing to do with concerns over any "competing product" or the "possibility of disfavoring the joint venture partner".  It only serves to preserve the status quo at Forest by giving the incumbent Board the power to unilaterally say no to an unsolicited acquisition and thereby cause Forest to potentially lose a licensed product.  It offers absolutely no protection to Cypress whatsoever.  That is why this provision is nothing more than a poison pill bu
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