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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

Assuming the Merger occurs on the anticipated effective date, based on a stock price of $81.50 and a conversion rate immediately prior to the Merger of 14.4928 shares of common stock per $1,000 principal amount of 2014 Notes, the conversion rate would be increased by 0.8959 shares of common stock per $1,000 principal amount of 2014 Notes for holders converting their 2014 Notes during such 2014 Applicable Conversion Period.

Additionally, if consummated, the Merger will entitle holders converting their 2015 Notes during the 2015 Applicable Conversion Period to receive a make whole premium based on the table set forth in Section 4.02 of the 2015 Indenture.  Assuming the Merger occurs on the anticipated effective date, based on a stock price of $81.50, the make whole premium would be equal to 2.89% of the principal amount of the 2015 Notes.

On May 1, 2011, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Parent and Copper Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (the "Merger Sub"), providing for the merger of the Merger Sub with and into the Company (the "Merger"), with the Company surviving the Merger as an indirect wholly owned subsidiary of Parent.  The Company issued a press release publicly announcing the execution of the Merger Agreement on May 2, 2011, and included a copy of the press release and the Merger Agreement as exhibits to the Company's Current Report on Form 8-K, filed with the SEC on May 2, 2011.

Solely for the purpose of providing notice under each of the 2014 Indenture and the 2015 Indenture, the Company currently anticipates that the Merger will become effective on or about October 14, 2011.  While the parties expect that the Merger may become effective on or about October 14, 2011, the Merger is subject to the satisfaction of certain conditions to closing, including the receipt of applicable regulatory approvals, and there ca
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