FRAZER, Pa., April 21, 2011 /PRNewswire/ -- Cephalon, Inc. (NASDAQ: CEPH) today announced that it has filed a definitive Consent Revocation Statement with the Securities and Exchange Commission (SEC) urging shareholders to reject Valeant Pharmaceuticals International Inc.'s proposals to remove Cephalon's entire Board of Directors and replace them with nominees hand-picked by Valeant. Cephalon also mailed copies of the Statement to shareholders of record together with a WHITE consent revocation card and a letter to shareholders from the Cephalon Board of Directors, a copy of which follows this press release.
The Cephalon Board of Directors recommends that Cephalon shareholders reject Valeant's proposals and not deliver any gold consent solicitation cards to Valeant.
Valeant has set a date of May 12th for delivery of consents in connection with the consent solicitation. Cephalon's Board of Directors notes to Cephalon shareholders that they have no obligation to respond to this deadline.
Valeant has no duty to act in the best interests of Cephalon's shareholders, but rather for Valeant shareholders and their interests – such as buying Cephalon at the lowest possible price. Valeant has said that its nominees will facilitate its non-binding proposal – the same proposal that the Cephalon Board has determined is inadequate and not in the best interests of Cephalon shareholders.
Cephalon's Board, which is predominantly composed of independent and disinterested directors, has a strong track record of acting in shareholders' best interests. The current Board is best positioned to consider Valeant's non-binding proposal, is presently undertaking a review of all of Cephalon's alternatives and options and is focused on maximizing value for all Cephalon shareholders.
Deutsche Bank Securities Inc. and BofA Merri
|SOURCE Cephalon, Inc.|
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