Carl Icahn accused Forest Laboratories of using a licensing agreement to block takeovers and the activist investor, who owns a big stake in Forest , renewed his lobbying for other shareholders to vote for his board candidates at the company's annual meeting next week.
Icahn is the second-largest Forest Laboratories Inc. shareholder, and for the second consecutive year, he has nominated four alternative candidates to the drugmaker's board. None of his nominees were elected last year.
The billionaire investor said Friday that he believes Forest added a provision to a licensing agreement with Cypress Bioscience to prevent takeovers. The provision allows the license to be voided by Cypress if there is a change of control at Forest that was not approved by the Forest board.
"It seems to us that the only purpose for a provision like this is entrenchment at Forest," Icahn said.
A Forest Laboratories spokeswoman said the company had no immediate comment.
Icahn said he went to court to get the company to turn over documents that would show whether a similar provision exists in other agreements. He said he's also asking the court to allow him to share information about those provisions with shareholders because Forest has refused to permit it.
"In addition, Forest is insisting that we may not tell you about another issue related to these license agreements," Icahn wrote. "We think this issue is a smoking gun, and have also asked the court to rule that we should be allowed to disclose this information to stockholders before the annual meeting."
Icahn also has criticized the company for, among other things, failing to prepare for the loss of patent exclusivity on its antidepressant Lexapro. Generic versions of Lexapro went on sale in early 2012 and Forest cut its income and revenue forecasts in June, saying competition was stiffer than it had expected.
Icahn has said Forest's directors lack independence because they are former executives or have other longstanding ties to the company. Forest Laboratories has said eight of its directors are independent and five of them have joined the company in the last six years. It also has said its own nominees have the right mix of experience and leadership.
Forest shareholders will elect the company's board at a meeting on Aug. 15.
Shares of Forest Laboratories climbed 14 cents to $33.61 in afternoon trading, while shares of Icahn Enterprises LP fell 19 cents to $40.30.