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:
Kevin Buchi, Cephalon's Chief Executive Officer, said, "Shareholders should have serious concerns about replacing their elected Board of Directors, who have an intimate knowledge of Cephalon's business, products and pipeline and a strong track record of acting in the best interests of shareholders, with a slate of nominees selected by Valeant to further Valeant's proposed acquisition of the Company.
He added, "The Cephalon Board of Directors is best positioned to maximize value for Cephalon's shareholders, and we take this responsibility very seriously."
On April 5th, Valeant filed a preliminary consent solicitation statement with the SEC in connection with its proposed consent solicitation. In the interests of allowing consideration of this matter on a timely basis by Cephalon's shareholders and significant participation in the process by Cephalon's many long-term shareholders, pursuant to the Company's by-laws, the Cephalon Board of Directors has set a record date for the consent solicitation of Friday, April 8, 2011. The consent solicitation period will last for 60 days from the date of the earliest dated consent delivered to the Company.
Deutsche Bank Securities Inc. and BofA Merrill Lynch are acting as financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP is acting as Cephalon's legal counsel.
About Cephalon, Inc.
Cephalon is a global biopharmaceutical company dedicated to discovering, developing and bringing to market medications to improve the quality of life of individuals around the world. Since its inception in 1987, Cephalon has brought first-in-class and best-in-class medicines to patients in several therapeutic areas. Cephalon has the distinction of being one of the world's fastest-growing biopharmaceutical companies, now among the Fortune 1000 and a member of the S&P 500 Index, employing approximately 4,000 people worldwide. The company sells numerous branded and generic products around the world. In total, Cephalon sells more than 150 products in nearly 100 countries. More information on Cephalon and its products is available at http://www.cephalon.com/.
Cephalon, Inc. (the "Company"), its directors and certain of its officers and employees may be deemed to be participants in the solicitation of consent revocations from stockholders in connection with a consent solicitation by Valeant Pharmaceuticals International, Inc. ("Valeant") to replace the Company's current Board of Directors with nominees of Valeant. The Company plans to file a consent revocation statement with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of written consent revocations in connection with Valeant's consent solicitation (the "Consent Revocation Statement"). Information regarding the names of the Company's directors and other participants in the solicitation and their respective interests in the Company by security holdings or otherwise is set forth in the Company's proxy statement relating to its 2011 annual meeting of stockholders, which may be obtained free of charge at the SEC's website at http://www.sec.gov and the Company's website at http://www.cephalon.com. Additional information regarding the interests of such potential participants will be included in the Consent Revocation Statement and other relevant documents to be filed with the SEC in connection with the consent solicitation.
Promptly after filing its definitive Consent Revocation Statement with the SEC, the Company will mail the definitive Consent Revocation Statement and a form of white consent revocation card to each stockholder entitled to deliver a written consent in connection with the consent solicitation.
WE URGE INVESTORS TO READ THE CONSENT REVOCATION STATEMENT (INCLUDING ANY SUPPLEMENTS THERETO), THE COMPANY'S SOLICITATION/RECOMMENDATION STATEMENT REGARDING ANY TENDER OFFER THAT MAY BE COMMENCED BY VALEANT, AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders will be able to obtain, free of charge, copies of the Consent Revocation Statement, the solicitation/recommendation statement and any other documents filed by the Company with the SEC in connection with the consent solicitation or any tender offer at the SEC's website at http://www.sec.gov, at the Company's website at http://www.cephalon.com, or by contacting Innisfree M&A Incorporated at (877) 800-5186 (banks and brokers call collect at (212) 750-5833).
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Natalie de Vane
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|SOURCE Cephalon, Inc.|
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