SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934 (Amendment No. __)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
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.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
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2) Aggregate number of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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[ ] 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:
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On July 6, 2005, Mylan Laboratories Inc., a Pennsylvania corporation
("Mylan"), issued a press release announcing the resignations of Patricia A.
Sunseri and Stuart A. Williams as directors effective on July 6, 2005 and the
decision of Mylan's Board of Directors to reduce its size from eleven to nine
directors, effective upon the resignations of Ms. Sunseri and Mr. Williams as
directors. A copy of Mylan's press release is attached hereto as Exhibit A.
IN CONNECTION WITH MYLAN'S 2005 ANNUAL MEETING OF SHAREHOLDERS (THE "ANNUAL
MEETING"), MYLAN WILL FILE RELEVANT MATERIALS WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE "SEC"), INCLUDING A PRELIMINARY PROXY STATEMENT AND A
DEFINITIVE PROXY STATEMENT. INVESTORS AND SECURITY HOLDERS OF MYLAN ARE URGED
TO CAREFULLY READ THESE MATERIALS (WHEN THEY BECOME AVAILABLE), AS WELL AS ANY
AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THESE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION.
INVESTORS AND SECURITY HOLDERS MAY OBTAIN THESE DOCUMENTS (AND ANY OTHER
DOCUMENTS FILED BY MYLAN WITH THE SEC IN CONNECTION WITH THE ANNUAL MEETING)
FREE OF CHARGE AT THE SEC'S WEBSITE AT WWW.SEC.GOV. IN ADDITION, THE DOCUMENTS
FILED WITH THE SEC BY MYLAN MAY BE OBTAINED FREE OF CHARGE BY DIRECTING SUCH
REQUESTS TO: MYLAN LABORATORIES INC., ATTENTION: INVESTOR RELATIONS, 1500
CORPORATE DRIVE, CANONSBURG, PA 15317, OR FROM MYLAN'S WEBSITE AT
WWW.MYLAN.COM.
Mylan, its executive officers and its directors may be deemed to be
participants in Mylan's solicitation of proxies from shareholders in
connection with the Annual Meeting scheduled to be held on October 28, 2005.
Information about the executive officers and directors of Mylan and their
ownership of Mylan common stock is set forth in the proxy statement for
Mylan's 2004 Annual Meeting of Shareholders, which was filed with the SEC on
June 28, 2004, and in press releases and Forms 3 and 4 for executive officers
who have since joined Mylan, and in Forms 4 filed thereafter.
Exhibit A
FOR IMMEDIATE RELEASE
CONTACTS:
Patrick Fitzgerald (Public Relations)
Mylan Laboratories Inc.
724.514.1800
Kris King (Investor Relations)
Mylan Laboratories Inc.
724.514.1800
MYLAN LABORATORIES ANNOUNCES CHANGES TO INCREASE
INDEPENDENCE OF ITS BOARD OF DIRECTORS
PITTSBURGH, PA - July 6, 2005 -- Mylan Laboratories Inc. (NYSE:MYL) today
announced the resignations of two senior corporate officers from its Board of
Directors as a result of which an overwhelming majority of its Board members
are independent.
Stuart A. Williams, Mylan's Chief Legal Officer, and Patricia A. Sunseri, a
Senior Vice President of Mylan, have both stepped down from their positions on
Mylan's Board, effective today. Upon the resignations of Mr. Williams and Ms.
Sunseri as directors, the Board adopted a resolution reducing the size of the
Board from eleven to nine directors. Both Mr. Williams and Ms. Sunseri are
continuing to serve as officers of Mylan in their current positions.
Milan Puskar, Mylan's Co-founder and Chairman of the Board commented, "Stu and
Patricia have been extremely valuable Board members, and have contributed
greatly to the success of the Company. Mylan remains committed to maintaining
strong corporate governance practices and recognizes that Board independence
has become an important consideration for investors. With these changes, the
only current executive officer of the Company serving as a director is Mylan's
Vice Chairman and Chief Executive Officer, Robert J. Coury."
About Mylan Laboratories
Mylan Laboratories Inc. is a leading pharmaceutical company with three
principal subsidiaries, Mylan Pharmaceuticals Inc., Mylan Technologies Inc.
and UDL Laboratories, Inc., that develop, license, manufacture, market and
distribute an extensive line of generic and proprietary products.
# # #
Additional Information and Where to Find It:
IN CONNECTION WITH MYLAN'S 2005 ANNUAL MEETING OF SHAREHOLDERS (THE "ANNUAL
MEETING"), MYLAN WILL FILE RELEVANT MATERIALS WITH THE SECURITIES AND EXCHANGE
COMMISSION (THE "SEC"), INCLUDING A PRELIMINARY PROXY STATEMENT AND A
DEFINITIVE PROXY STATEMENT. INVESTORS AND SHAREHOLDERS OF MYLAN ARE URGED TO
CAREFULLY READ THESE MATERIALS (IF AND WHEN THEY BECOME AVAILABLE), AS WELL AS
ANY AMENDMENTS OR SUPPLEMENTS TO THOSE DOCUMENTS, BECAUSE THESE DOCUMENTS WILL
CONTAIN IMPORTANT INFORMATION.
INVESTORS AND SHAREHOLDERS MAY OBTAIN THESE DOCUMENTS (AND ANY OTHER DOCUMENTS
FILED BY MYLAN WITH THE SEC IN CONNECTION WITH THE ANNUAL MEETING) FREE OF
CHARGE AT THE SEC'S WEBSITE AT WWW.SEC.GOV. IN ADDITION, THE DOCUMENTS FILED
WITH THE SEC BY MYLAN MAY BE OBTAINED FREE OF CHARGE BY DIRECTING SUCH
REQUESTS TO: MYLAN LABORATORIES INC., ATTENTION: INVESTOR RELATIONS, 1500
CORPORATE DRIVE, CANONSBURG, PA 15317, OR FROM MYLAN'S WEBSITE AT
WWW.MYLAN.COM.
Mylan, its executive officers and its directors may be deemed to be
participants in Mylan's solicitation of proxies from shareholders in
connection with the Annual Meeting scheduled to be held on October 28, 2005.
Information about the executive officers and directors of Mylan and their
ownership of Mylan common stock is set forth in the proxy statement for
Mylan's 2004 Annual Meeting of Shareholders, which was filed with the SEC on
June 28, 2004, and in press releases and Forms 3 and 4 for executive officers
who have since joined Mylan, and in Forms 4 and 5 filed thereafter.
This press release is for informational purposes only and is neither an offer
to purchase nor a solicitation of an offer to sell shares of Mylan common
stock. The solicitation and the offers to buy Mylan common stock are only made
pursuant to a separate offer to purchase and related materials. Mylan has
filed a Tender Offer Statement on Schedule TO with the SEC. Shareholders
should carefully read the Tender Offer Statement, the offer to purchase, the
related letter of transmittal and other related materials because they contain
important information, including the various terms and conditions of the
offer. The offer to purchase, the related letter of transmittal and certain
other documents have been mailed to all holders of Mylan common stock, at no
expense to them. The Tender Offer Statement (including the offer to purchase
the related letter of transmittal and all other offer documents filed by Mylan
with the SEC) are also available at no charge at the SEC's website at
www.sec.gov. Shareholders are urged to read these materials carefully prior to
making any decision with respect to the tender offer.
Forward-Looking Statements
This press release includes statements that constitute "forward-looking
statements", including with regard to the financing and completion of the self
tender offer. These statements are made pursuant to the safe harbor provisions
of the Private Securities Litigation Reform Act of 1995. Because such
statements inherently involve risks and uncertainties, actual future results
may differ materially from those expressed or implied by such forward-looking
statements. Factors that could cause or contribute to such differences
include, but are not limited to: prevailing market conditions; changes in
economic and financial conditions of the Company's business; other
uncertainties and matters beyond the control of management; and the other
risks detailed in the Company's periodic filings with the Securities and
Exchange Commission. The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release.
Notwithstanding any statement in this press release to the contrary, the safe
harbor protections of the Private Securities Litigation Reform Act of 1995 do
not apply to statements made in connection with a tender offer.