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Cephalon Prices 5 Million Shares of Common Stock and $435 Million in 2.50% Convertible Senior Subordinated Notes in Public Offerings
Date:5/21/2009

underwriters' discounts and estimated offering expenses payable by the Company, assuming the underwriters do not exercise their option to purchase additional notes or shares of common stock.

Cephalon intends to use a portion of the net proceeds of the notes offering in connection with its entry into a convertible note hedge transaction (the "convertible note hedge") on its common stock with Deutsche Bank AG, London Branch (the "hedge counterparty"), an affiliate of the representative of the underwriters. The convertible note hedge will have the impact of increasing the effective conversion price of the new notes from the Company's perspective to $100.00 per share. Cephalon also has entered into a separate warrant transaction with the hedge counterparty (the "warrant transaction"), which would result in additional proceeds to Cephalon. If the underwriters exercise their over-allotment option to purchase additional notes, Cephalon expects to use a portion of the net proceeds from the sale of such additional notes to increase the number of shares of common stock underlying the convertible note hedge and the warrant transaction. Holders of the notes will not have any rights with respect to the convertible note hedge or the warrant transaction. The Company intends to use the remaining proceeds from the convertible notes offering and the proceeds from the common stock offering for general corporate purposes.

In connection with the convertible note hedge and warrant transactions, the hedge counterparty or its affiliates may enter into various derivative transactions with respect to Cephalon's common stock concurrently with or shortly after the pricing of the notes. These transactions could have the effect of increasing or preventing a decline in, or having a negative effect on, the price of Cephalon's common stock concurrently with or following the pricing of the notes. In addition, the hedge counterparty or its affiliates may from
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SOURCE Cephalon, Inc.
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