High River Limited Has Commenced Lawsuit Against Mylan
CARL C. ICAHN RESPONDS TO MYLAN'S ANNOUNCED BYLAW CHANGE, COMMENCES LITIGATION
New York, New York, February 22, 2005
Carl C. Icahn announced today that his affiliated company, High RiverLimited Partnership, has commenced a lawsuit against Mylan Laboratories, Inc.and its directors in. the United States District Court for the Middle Districtof Pennsylvania challenging, among other things, the validity of the recentbylaw amendments announced by Mylan on Friday. The lawsuit seeks injunctiverelief to allow Mr. Icahn appropriate time to select and notify Mylan of hisproposed slate of directors at the next meeting of Mylan's shareholders. OnFriday, Mylan announced that it would not hold its 2005 annual shareholdermeeting until October 28, 2005, but purported to require any directornominations to be completed within 10 days of the announcement. Mr. Icahn statedthat in his opinion "these amendments, in combination with a very late date for the annual meeting represent a desperate attempt by the Mylan Board to entrenchitself by weakening the processes for corporate democracy at Mylan." Mr. Icahn continues to be concerned that the Mylan Board may seek to avoida shareholder vote by restructuring its transaction with King, and, given thismost recent action by the Mylan Board, he believes that his concern is welljustified. Mr. Icahn reminds the Board that if Mylan does determine to attemptto proceed with a transaction with King without seeking Mylan shareholderapproval, be will seek to hold Board members personally responsible. High River continues to be willing to stand by its prior proposal toacquire Mylan for $20 per share without a "break-up fee", which Mr. Icahnbelieves would set up a bidding process for Mylan. Mr. Icahn noted that,especially in light of the Novartis AG / Eon Labs / Hexal transactions announcedMonday, lie continues to believe that there would likely be several synergisticbidders for Mylan on a friendly basis, Mr. Icahn also believes that, after allthey have been through, Mylan shareholders should have the light to decide ifthey want to put the company up for sale. They certainly should be given theright to determine if they desire that alternative over any King alternative.Mr. Icahn noted that the Mylan Board has not contacted him regarding his $20 pershare proposal and that it should do so promptly, as it will not be availableindefinitely.
New York, New York, February 22, 2005
Carl C. Icahn announced today that his affiliated company, High RiverLimited Partnership, has commenced a lawsuit against Mylan Laboratories, Inc.and its directors in. the United States District Court for the Middle Districtof Pennsylvania challenging, among other things, the validity of the recentbylaw amendments announced by Mylan on Friday. The lawsuit seeks injunctiverelief to allow Mr. Icahn appropriate time to select and notify Mylan of hisproposed slate of directors at the next meeting of Mylan's shareholders. OnFriday, Mylan announced that it would not hold its 2005 annual shareholdermeeting until October 28, 2005, but purported to require any directornominations to be completed within 10 days of the announcement. Mr. Icahn statedthat in his opinion "these amendments, in combination with a very late date for the annual meeting represent a desperate attempt by the Mylan Board to entrenchitself by weakening the processes for corporate democracy at Mylan." Mr. Icahn continues to be concerned that the Mylan Board may seek to avoida shareholder vote by restructuring its transaction with King, and, given thismost recent action by the Mylan Board, he believes that his concern is welljustified. Mr. Icahn reminds the Board that if Mylan does determine to attemptto proceed with a transaction with King without seeking Mylan shareholderapproval, be will seek to hold Board members personally responsible. High River continues to be willing to stand by its prior proposal toacquire Mylan for $20 per share without a "break-up fee", which Mr. Icahnbelieves would set up a bidding process for Mylan. Mr. Icahn noted that,especially in light of the Novartis AG / Eon Labs / Hexal transactions announcedMonday, lie continues to believe that there would likely be several synergisticbidders for Mylan on a friendly basis, Mr. Icahn also believes that, after allthey have been through, Mylan shareholders should have the light to decide ifthey want to put the company up for sale. They certainly should be given theright to determine if they desire that alternative over any King alternative.Mr. Icahn noted that the Mylan Board has not contacted him regarding his $20 pershare proposal and that it should do so promptly, as it will not be availableindefinitely.
