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Cephalon Recommends Shareholders Reject Valeant Nominees
Date:4/7/2011

FRAZER, Pa., April 7, 2011 /PRNewswire/ -- Cephalon, Inc. (NASDAQ: CEPH) said today in a preliminary consent revocation statement filed with the Securities and Exchange Commission (SEC) that its Board of Directors has recommended that shareholders reject Valeant Pharmaceuticals International, Inc.'s proposals to remove and replace Cephalon's current Board of Directors and not deliver any consent solicitation cards to Valeant.  On April 5, 2011, the Board rejected Valeant's unsolicited proposal to purchase the Company for $73 per share, concluding that the non-binding proposal is inadequate and not in the best interests of Cephalon's shareholders.  

In urging Cephalon's shareholders to reject Valeant's proposals and to not deliver any consent solicitation cards to Valeant, Cephalon noted that:  

  • Cephalon's Current Board of Directors is Best Positioned to Maximize Value for Cephalon's Shareholders.  Cephalon's Board of Directors, which is predominantly composed of independent and disinterested directors, has a strong track record of acting in shareholders' best interests.  The current Board of Directors is intimately familiar with Cephalon's business, its day-to-day operations and its products and pipeline, and is in the best position to continue to review, develop and adapt the Company's plan to maximize value for all of the Company's stockholders.  Valeant's proposed nominees do not have this same knowledge of, and experience with, Cephalon.
  • Valeant Has No Duty to Act in Cephalon Shareholders' Best Interests.  The Board noted that Valeant has no duty to act in the best interests of Cephalon's shareholders (including when selecting nominees to serve as Cephalon directors) and that it would be in Valeant's and its shareholders' interest to buy Cephalon at the lowest possible pric
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SOURCE Cephalon, Inc.
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