SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X ] Soliciting Material Pursuant to ss. 240.14a-12
Mylan Laboratories Inc.
(Name of Registrant as Specified In Its Charter)
Carl C. Icahn,
Barberry Corp., Hopper Investments LLC and
High River Limited Partnership
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
On November 19, 2004, High River Limited Partnership delivered a letter to
Mylan Laboratories, Inc. ("Mylan"), which letter is attached hereto.
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT AND OTHER
DOCUMENTS RELATED TO SOLICITATION OF PROXIES BY MR. ICAHN AND HIS AFFILIATES
FROM THE STOCKHOLDERS OF MYLAN LABORATORIES INC. FOR USE AT ITS SPECIAL MEETING
WHEN AND IF THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION. WHEN COMPLETED, A DEFINITIVE PROXY STATEMENT AND A FORM OF PROXY
WILL BE MAILED TO STOCKHOLDERS OF MYLAN LABORATORIES INC. AND WILL BE AVAILABLE
AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE AT
HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN A PROXY
SOLICITATION IS CONTAINED IN THE SCHEDULE 14A FILED BY MR. ICAHN AND HIS
AFFILIATES WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 14, 2004 WITH
RESPECT TO MYLAN LABORATORIES INC. THAT SCHEDULE 14A IS CURRENTLY AVAILABLE AT
NO CHARGE ON THE SECURITIES AND EXCHANGE COMMISSION'S WEBSITE.
High River Limited Partnership
767 Fifth Avenue - 47th Floor
New York, New York 10153
November 19, 2004
Board of Directors
Mylan Laboratories, Inc.
1500 Corporate Drive - Suite 400
Canonsburg, Pennsylvania 15317-8574
Ladies and Gentlemen:
Over the course of a lengthy conversation held in our office on September
10, 2004, Mr. Coury led us to understand, in substance, that he wanted Mylan to
engage in the King Pharmaceuticals, Inc. ("King") acquisition because of his
skepticism regarding the future growth potential of the generic drug industry
and his belief that the acquisition of King was the best and basically the only
alternative for Mylan. However, as the largest Mylan shareholder, we are not
persuaded that there is no growth potential in the generic drug industry and we
believe that there are much better alternatives for Mylan than the acquisition
of King. In fact, in light of the many risks associated with King, we believe
that an acquisition of King would be an egregious mistake. We are therefore
making the proposal set forth below.
We are willing to purchase Mylan at $20 per share. (1) We would be prepared
to enter into an acquisition contract with Mylan without requiring a break-up
fee. This would allow Mylan to seek alternative buyers while we are doing a
customary due diligence. In this regard, we have had informal discussions that
lead us to believe that at least three synergistic buyers would also have an
interest in acquiring Mylan on, but only on, a friendly basis. To our knowledge,
Mylan has not previously shown any indication to competitors that it would be
willing to entertain "friendly" bids and offer due diligence. However, it should
be noted that there can be no assurance that such transactions would emerge.
If you determine that you cannot at this time put Mylan up for sale or
grant due diligence because of the current King contract, we are willing to
stand by our $20 per share proposal until such time that either Mylan
shareholders vote the King deal down or you determine that you are legally free
to put Mylan up for sale and grant due diligence.
In order to underscore the sincerity of our proposal, we are prepared to
negotiate an agreement not to wage a proxy fight to unseat Mr. Coury and the
existing Mylan Board during the next 2 years (thereby, in our opinion, putting
our existing investment in Mylan of over $450 million at risk), if we do not
proceed with the acquisition following the completion of due diligence. We
anticipate that diligence would not take more than 6 weeks. We are ready to meet
with you as soon as possible.
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1 As you are aware the contract with King contemplates other offers and provides
for a break-up fee in that regard.
By entering into the King agreement, the Board has determined to change the
direction of Mylan from a generics company to a much riskier hybrid focusing on
branded products. The Board appears willing to pay $4 billion to accomplish this
transition and what is even more preposterous, the Board appears willing to
allow an untested Robert Coury to run this new and highly complicated venture.
Additionally, the recent developments at King have highlighted the tremendous
risks inherent in this acquisition, about which we have been complaining, and
have turned the entire situation into a three-ring circus.
The corporate scandals of the past few years have brought a major sea
change concerning directors and their personal responsibility. Board members can
no longer blithely hide behind the business judgment rule and opinion letters of
advisors when exercising their corporate authority. We believe that now, more
than ever, shareholders of companies, our courts and the citizens of our country
at large, demand that boards act responsibly and be held responsible for their
actions. If the Board determines to proceed with any new King acquisition
without first submitting to shareholders the alternative outlined above, such
action would, in our view, constitute a quintessential example of a board
abrogating its responsibility. Do not doubt that we will hold Mylan's Board
members personally responsible for any breach of fiduciary duty associated with
these matters.
Very truly yours,
High River Limited Partnership
By: Hopper Investments LLC,
its general partner
By: Barberry Corp., sole member
By: /s/ Carl C. Icahn
Name: Carl C. Icahn
Title: Chairman of the Board