Cephalon Announces Proposed Public Offering of Common Stock and Convertible Senior Subordin...( FRAZER Pa. May 20 /- Cephalon Inc. ...)

FRAZER, Pa., May 20 /PRNewswire-FirstCall/ -- Cephalon, Inc. (Nasdaq: CEPH) announced today that it intends to offer, subject to market and other conditions, $300 million of common stock and $350 million in aggregate principal amount of convertible senior subordinated notes due 2014 through two concurrent public offerings. Cephalon will grant the underwriters a 30-day option, solely to cover over-allotments, to purchase up to an additional $45 million of common stock, with respect to the common stock offering, and to purchase up to an additional $52.5 million in aggregate principal amount of the notes, with respect to the notes offering.

The notes will be convertible into cash and, if applicable, shares of Cephalon's common stock based on a conversion rate to be determined. The interest rate, conversion price and other terms of the notes will be determined at the time of pricing of the offering by negotiations between Cephalon and the underwriters. The notes will be subordinate to existing and future senior indebtedness, equal to existing and future senior subordinated indebtedness and senior in right of payment to existing and future subordinated indebtedness of Cephalon.

The offerings are being made pursuant to an effective shelf registration statement previously filed with the U.S. Securities and Exchange Commission. For each offering, a prospectus supplement and accompanying prospectus describing the terms of the offering will be filed with the U.S. Securities and Exchange Commission. Neither of these offerings is contingent upon the consummation of the other offering.

Cephalon intends to use a portion of the net proceeds of the notes offering to enter into a hedging transaction on its common stock with Deutsche Bank AG, London Branch (the "hedge counterparty"), an affiliate of the representative
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