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Cephalon Gives Notice of Anticipated Fundamental Change to Holders of Its 2.50% Convertible Senior Subordinated Notes due 2014 and 2.00% Convertible Senior Subordinated Notes due 2015
Date:8/22/2011

FRAZER, Pa., Aug. 22, 2011 /PRNewswire/ -- Cephalon, Inc. (Nasdaq: CEPH) today provided notice to holders of its 2.50 percent Convertible Senior Subordinated Notes due 2014 (the "2014 Notes") and 2.00 percent Convertible Senior Subordinated Notes due 2015 (the "2015 Notes") in respect of the Merger (as defined below) of the Company with a wholly-owned subsidiary of Teva Pharmaceutical Industries Ltd., an Israeli corporation ("Parent"), the consummation of which will constitute a Fundamental Change under each of the Indenture governing the 2014 Notes (the "2014 Indenture") and the Indenture governing the 2015 Notes (the "2015 Indenture").  The 2014 Notes will be convertible in connection with the Merger at the option of the holders on the effective date of the Merger and will remain convertible until 5:00 p.m., New York City time, on the second scheduled trading day immediately preceding the Fundamental Change Purchase Date (as defined in the 2014 Indenture) relating to such Fundamental Change (such period, the "2014 Applicable Conversion Period").  The 2015 Notes will be convertible in connection with the Merger at the option of the holders at any time beginning 40 days before the anticipated effective date of the Merger and will remain convertible until 5:00 p.m., New York City time, on the second trading day immediately preceding the Fundamental Change Purchase Date (as defined in the 2015 Indenture) relating to such Fundamental Change (such period, the "2015 Applicable Conversion Period").  

If consummated, the Merger will additionally constitute a Make-Whole Adjustment Event under Section 4.02 of the 2014 Indenture, which will entitle holders converting their 2014 Notes during the 2014 Applicable Conversion Period to convert such 2014 Notes at an increased conversion rate based on the table set forth in Section 4.02 of the 2014 Indenture.  
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