All these observations drive to one simple conclusion – Valeant's non-binding proposal is nothing but an opportunistic attempt by Valeant to shift the value of Cephalon's products and pipeline to Valeant and its shareholders at the expense of Cephalon shareholders.(1) Life science acquisitions since 2006 of greater than $500 million with greater than 50% cash consideration.(2) Valeant Offer for Cephalon Still Lowest Drug Deal With 15% Boost: Real M&A, Bloomberg, March 31, 2011.(3) Includes one product that has completed Phase 3 development, four in Phase 3 development, three that have completed Phase 2 development and two in Phase 2b development.VALEANT HAS NO DUTY TO ACT IN YOUR BEST INTERESTS -- VALEANT'S NOMINEES WERE HAND-PICKED TO SELL CEPHALON TO VALEANTValeant has no duty whatsoever to act in your best interests or to provide you with full and fair value for your shares. Valeant acts for its shareholders and their interests – such as buying Cephalon at the lowest possible price and by picking board nominees who will facilitate such a sale at the lowest price possible.
Although Valeant has described its slate of nominees as "independent" and subject to fiduciary duties if elected, Cephalon's Board of Directors believes that Valeant's nominees have been selected by Valeant simply to facilitate the acquisition of Cephalon by Valeant on terms that are as favorable to Valeant and its shareholders as possible. In fact, Valeant has stated its expectation that its nominees, if elected, will facilitate its $73 per share non-binding proposal.
Valeant has not indicated whether its nominees intend to seek and consider superior alternatives to Valeant's p
|SOURCE Cephalon, Inc.|
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