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Cephalon Announces Exercise of $65 Million Over-allotment Option on 2.50% Convertible Senior Subordinated Notes
Date:5/22/2009

FRAZER, Pa., May 22 /PRNewswire-FirstCall/ -- Cephalon, Inc. (Nasdaq: CEPH) announced today that the underwriters of its previously announced offering of $435 million in aggregate principal amount of 2.50% convertible senior subordinated notes due 2014 have exercised in full their over-allotment option to purchase $65 million of additional notes, bringing the total amount of the notes to be issued to $500 million. Completion of the notes offering, including the additional notes, is subject to customary closing conditions, and is expected to close on May 27, 2009.

Subject to certain conditions, the additional notes are convertible prior to maturity 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). As previously disclosed, Cephalon will use a portion of the net proceeds of the offering to pay the net cost of the convertible note hedge and warrant transactions that Cephalon entered into in connection with offering of the notes. As the underwriters have exercised their option to purchase additional notes, Cephalon expects to increase the number of shares of common stock underlying the convertible note hedge and warrant transactions on a pro rata basis, and Cephalon expects to use a portion of the net proceeds from the sale of the additional notes to pay the net cost of such increase. Holders of the notes will not have any rights with respect to the convertible note hedge or the warrant transaction. 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.

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