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Cephalon Launches Recommended Takeover Bid For Australian Biopharmaceutical Company, ChemGenex Pharmaceuticals Limited
Date:3/28/2011

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Subject to obtaining advice on the applicable U.S. law requirements, Cephalon will consider extending the share offer to holders of ChemGenex American Depository Receipts (ADRs) if compliance with those requirements is not unduly onerous or impracticable.

The offer price of A$0.70 per ChemGenex Share represents:

  • a 59 percent premium to the last traded price of ChemGenex Shares;

  • a 58 percent premium to the one month VWAP of ChemGenex Shares up to the date of this announcement;

  • a 31 percent premium to the mid point of the valuation range of each ChemGenex Share of A$0.46 to A$0.61 on a controlling interest basis assessed by BDO Corporate Finance in its Independent Expert's Report (IER) of 15 November 2010, sent to ChemGenex shareholders in connection with the meeting material seeking their approval of the conversion of the convertible notes issued to Cephalon International.  The IER was prepared to assist shareholders in considering a resolution to approve the conversion of the convertible notes in accordance with item 7 of section 611 of the Corporations Act; and

  • a 40 percent premium to the A$0.50 conversion price of the convertible notes issued to Cephalon and approved by the ChemGenex shareholders last year.

  • "The proposed transaction allows ChemGenex shareholders to realize cash proceeds at a significant premium to recent trading levels and adds an interesting late-stage opportunity to our portfolio," said Kevin Buchi, Chief Executive Officer of Cephalon.  

    "The ChemGenex Board welcomes Cephalon's bid which represents an attractive premium to the current and recent trading prices of ChemGenex Shares.  In the absence of a superior offer, the Board will unanimously recommend that ChemGenex shareholders accept the offer and realize value for their shares," said Brett Heading, Chairman of ChemGenex.

    The takeover offers for ChemGenex Shares and Listed Chem
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    SOURCE Cephalon, Inc.; ChemGenex Pharmaceuticals Limited
    Copyright©2010 PR Newswire.
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