Cephalon Prices 5 Million Shares of Common Stock and $435 Million in 2.50% Convertible Senior Subordinated Notes in Public...( FRAZER Pa. May 21 /- Cephalon Inc. (N...)

FRAZER, Pa., May 21 /PRNewswire-FirstCall/ -- Cephalon, Inc. (Nasdaq: CEPH) announced today the pricing of its concurrent public offerings of 5 million shares of common stock, at a price of $60 per share, and $435 million in aggregate principal amount of 2.50% convertible senior subordinated notes due 2014. Cephalon has also granted the underwriters a 30-day option, solely to cover over-allotments, to purchase up to an additional 750,000 shares of common stock, with respect to the common stock offering, and to purchase up to an additional $65 million in aggregate principal amount of the notes, with respect to the notes offering.

The notes will bear interest at a rate of 2.50% per year, payable on May 1 and November 1 of each year, commencing on November 1, 2009. The notes will mature on May 1, 2014. Holders may require the Company to repurchase all or a portion of their notes upon a fundamental change (as defined in the prospectus supplement relating to the notes) at a cash repurchase price equal to 100% of the principal amount plus accrued and unpaid interest. Cephalon may not redeem the notes prior to the maturity date.

The notes are convertible prior to maturity, subject to certain conditions, into cash and shares, if any, of the Company's common stock at an initial conversion price of $69.00 per share of common stock (equivalent to a conversion rate of approximately 14.4928 shares per $1,000 principal amount of notes). 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 aggregate net proceeds from the sale of shares of common stock and the notes being offered are expected to be approximately $709.5 million, after deducting the
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