Navigation Links
Valeant Pharmaceuticals Files Presentation for Cephalon Stockholders

MISSISSAUGA, Ontario, April 11, 2011 /PRNewswire/ -- Valeant Pharmaceuticals International, Inc. (NYSE: VRX) (TSX: VRX) today filed with the Securities and Exchange Commission a presentation in connection with its written consent solicitation to stockholders of Cephalon, Inc. (NASDAQ: CEPH) for removal of Cephalon's current Board of Directors and election of its seven nominees in their place.  

Valeant compares its $73.00 per share all-cash offer, which would deliver immediate and certain value to Cephalon stockholders, to the uncertainty of Cephalon's standalone plan, which relies on the successful commercialization of a risky pipeline portfolio.  Valeant reaffirms its position that it would be willing to increase its offer price modestly if Cephalon's Board of Directors would allow Valeant to conduct due diligence and the results of such due diligence support a higher offer.  However, given Cephalon's rejection of Valeant's offer and refusal to engage in discussions, completing a transaction may only be possible following the written consent solicitation with a new Board of Directors in place.

Valeant is concerned that Cephalon's stockholders are not receiving a balanced message from the current Cephalon Board of Directors regarding the company's status or Valeant's offer.

  • Cephalon's pipeline is risky and represents uncertain value.  Cephalon has not developed a major novel product through actual launch since the U.S. launch of Provigil in 1998, which had already been launched in France by another company in 1994.  All of Cephalon's other large drugs, including Actiq, Treanda, Nuvigil, Fentora and Amrix, were all either already marketed or based off of marketed products.  The current strategy of developing untested biotech products departs dramatically from Cephalon's historical focus of marketing products other companies have primarily developed and taken through the regulatory process.
  • Cephalon is not a high-growth biotechnology company.  Provigil, which accounted for approximately 41% of its net sales in fiscal year 2010, will face generic competition next year.  Based on IBES consensus equity research estimates, from 2011-2013, Cephalon's revenues and EPS are expected to fall by 20% and 42%, respectively.
  • Cephalon's share price performance prior to Valeant's offer reflected its declining fundamental value. Repeated pipeline failures and an inability to fill the impending loss of Provigil have negatively impacted Cephalon's valuation.  In fact, Cephalon's 52-week high was following rumors of a sale process and dropped off sharply after Cephalon was unable to attain approval for Nuvigil for the treatment of jet lag.  Concern over Cephalon's business model was demonstrated by 68% of Wall Street analysts having ratings equivalent to "sell" or "hold" prior to Valeant's offer.
  • Valeant's offer represents a full and fair premium. Valeant's $73 per share all cash offer represents a 29% premium to Cephalon's 30-day trading average at announcement.  The median premium to 30-day trading averages in all U.S. acquisitions since 2006 was 25%, and 60% of those acquisitions were completed at a premium of less than 30% to 30-day trading averages.  In addition, Valeant's offer already accounts for the substantial value leakage due to change of control costs for Cephalon's convertible debt and call spread.

Timing is critical to Valeant.  Wall Street analysts project Cephalon's earnings to decline by more than 40% after Provigil loses patent protection in 2012.  Cephalon's value to Valeant erodes each day Valeant is delayed in implementing its business strategy as Provigil's patent expiration approaches.  

Cephalon's Board has presided over a loss of value for its stockholders over the last five years and Valeant believes Cephalon's current Board's incentives are not aligned with stockholders.  Over the past 5 years, Cephalon's share price has declined by a compound annual growth rate of -0.5%.  The decline was even more rapid in the year leading up to Valeant's' offer, with the share price declining 19%.(1)  Additionally, Valeant believes the current Board's interests are not fully aligned with shareholders as the Board and management own only 0.25% of basic shares outstanding, and 4 of 9 Board members hold no common shares of Cephalon at all.

We ask that stockholders vote for the new Board slate in the consent solicitation. The proposed Board slate is comprised of highly qualified and well-respected professionals that have the right experience, skills, and qualifications to effectively govern Cephalon at this critical juncture:

  • In-depth understanding of the pharmaceutical business model and pipeline valuation through executive positions and directorships at leading companies, such as GlaxoSmithKline, Quintiles, Meda and Valeant
  • Experience in transformative acquisitions, including Novartis / Alcon, OSI / Astellas, Valeant / Biovail and Glaxo Wellcome / SmithKline Beecham
  • Exceptional corporate governance record, including one winner of the National Association of Corporate Directors Lifetime Achievement Award and another former Director of the Year of the National Association for Corporate Directors

Valeant believes this vote is a referendum on whether stockholders want to pursue Valeant's offer and as such we expect the new Board will enter into negotiations and/or remove the poison pill to facilitate a tender in which the stockholders can make a decision for themselves.

"We remain committed to the consent solicitation process we have outlined," said J. Michael Pearson, chairman and chief executive officer.  "Cephalon's stockholders own the company and should decide whether they prefer to engage in discussions for our $73 cash offer or continue with the risks and uncertainties associated with Cephalon's research-dependent standalone strategy.  We believe the choice is clear and if stockholders agree with us, we will move forward as quickly as possible.  If not, we will move on."

Valeant expects to mail its consent solicitation materials to Cephalon stockholders during the week of April 18, 2011 and has set a May 12, 2011 deadline for delivery of consents.

About Valeant

Valeant Pharmaceuticals International, Inc. (NYSE: VRX) (TSX: VRX) is a multinational specialty pharmaceutical company that develops, manufactures and markets a broad range of pharmaceutical products primarily in the areas of neurology, dermatology and branded generics. More information about Valeant can be found at

Forward-looking Statements

This press release may contain forward-looking statements, including, but not limited to, statements regarding Valeant's offer to acquire Cephalon, Valeant's intent to commence a consent solicitation process and its financing of the proposed transaction. Forward-looking statements may be identified by the use of the words "anticipates," "expects," "intends," "plans," "should," "could," "would," "may," "will," "believes," "estimates," "potential," or "continue" and variations or similar expressions. These statements are based upon the current expectations and beliefs of management and are subject to certain risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties discussed in the company's most recent annual or quarterly report filed with the Securities and Exchange Commission ("SEC") and risks and uncertainties relating to the proposed merger, as detailed from time to time in Valeant's filings with the SEC and the Canadian Securities Administrators ("CSA"), which factors are incorporated herein by reference. Readers are cautioned not to place undue reliance on any of these forward-looking statements. Valeant undertakes no obligation to update any of these forward-looking statements to reflect events or circumstances after the date of this press release or to reflect actual outcomes.


This communication may be deemed to be solicitation material in respect of the proposed removal of directors from, and election of directors to, the Board of Directors of Cephalon, as well as the repeal of any changes to Cephalon's Bylaws. On April 5, 2011, Valeant filed a preliminary consent solicitation statement with the SEC. THAT DOCUMENT SETS FORTH THE IDENTITY OF THE PARTICIPANTS IN THE SOLICITATION AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS, BY SECURITY HOLDINGS, OR OTHERWISE, AND IS AVAILABLE AT THE WEB SITE MAINTAINED BY THE SEC AT WWW.SEC.GOV. OR FROM VALEANT'S WEBSITE AT WWW.VALEANT.COM UNDER THE TAB "INVESTOR RELATIONS" AND THEN UNDER THE HEADING "SEC FILINGS," OR , FOR FREE, BY DIRECTING A REQUEST TO VALEANT, 7545 IRVINE CENTER DRIVE, CALIFORNIA, 92618, ATTENTION: CORPORATE SECRETARY.

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. No tender offer for the shares of Cephalon has commenced at this time.

In connection with any tender offer or consent solicitation, Valeant will file relevant materials, which may include a tender offer statement, and a definitive consent solicitation statement and/or other documents, with the SEC. The definitive consent solicitation statement filed by Valeant with the SEC will include the form of gold consent card to be completed and delivered by each Cephalon stockholder that desires to provide written consent in connection with the consent solicitation.  ALL INVESTORS AND SECURITY HOLDERS OF CEPHALON ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE SEC BY VALEANT CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ANY SUCH TRANSACTION. Investors and security holders will be able to obtain free copies of documents filed with the SEC by Valeant (when they become available) in the same manner as set forth above with respect to the preliminary consent solicitation statement.

(1) Share price calculated off of 29-Mar-2011 closing price, prior to Valeant's public offer.

Contact Information:
Laurie W. Little
Valeant Pharmaceuticals International, Inc.

Renee E. Soto
Sard Verbinnen & Co.

Cassandra Bujarski
Sard Verbinnen & Co.


SOURCE Valeant Pharmaceuticals International, Inc.
Copyright©2010 PR Newswire.
All rights reserved

Related medicine technology :

1. Valeant Pharmaceuticals Files Preliminary Consent Solicitation Statement With the SEC
2. Promius Pharma and Valeant Form Collaboration to Market Cloderm® Cream in the United States
3. Valeant Pharmaceuticals Proposes to Acquire Cephalon, Inc. for $73 Per Share in Cash
4. GSK and Valeant Receive European Authorisation for Trobalt (retigabine)
5. Valeant Pharmaceuticals Extends Contract with J. Michael Pearson as CEO and Appoints Him as Chairman of the Board
6. Valeant Pharmaceuticals Completes Acquisition of PharmaSwiss S.A.
7. Valeant Announces Pricing of Senior Notes
8. Valeant Launches Senior Notes Offering
9. Valeant Pharmaceuticals to Present at RBC Capital Markets 2011 Healthcare Conference
10. Valeant Pharmaceuticals to Announce 2010 Fourth Quarter and Full Year Results on February 24, 2011
11. Valeant Pharmaceuticals Announces License Of ACZONE® (dapsone) Gel 5% In Canada
Post Your Comments:
(Date:11/24/2015)... FRANCISCO , Nov. 24, 2015  Thanks to ... Dignity Health St. Mary,s Medical Center,s Sister Diane Grassilli ... breast imaging capabilities in San Francisco ... an anonymous friend, stepped forward with a gift of ... for Breast Digital Mammography with Tomosynthesis and Whole Breast ...
(Date:11/24/2015)... Colo. , Nov. 24, 2015  Array ... that its Chief Executive Officer, Ron Squarer ... Healthcare Conference in New York.  The public is ... webcast on the Array BioPharma website.Event:Piper Jaffray Annual ... , Wednesday, December 2, 2015Time:1:30 p.m. Eastern Time ...
(Date:11/24/2015)... HOUSTON, TX and VANCOUVER, Nov. 24, 2015 /PRNewswire/ ... EPI; NASDAQ: EPIX ) announced today that the ... clinical study of EPI-506 as a treatment for metastatic ... States and Canada.  --> ... --> In the Phase 1/2 clinical trial, ...
Breaking Medicine Technology:
(Date:11/25/2015)... ... November 25, 2015 , ... “While riding the bus, I ... Bronx, N.Y. “I thought there had to be a convenient and comfortable way to ... The PROTECTOR enables disabled individuals to safely travel during cold or inclement weather. In ...
(Date:11/25/2015)... , ... November 25, 2015 , ... ... (PHA) announces the nation’s Periwinkle Pioneers, individuals and groups responsible for advancing care ... disease. The Periwinkle Pioneers, nominated by the public, will receive special recognition throughout ...
(Date:11/25/2015)... ... November 25, 2015 , ... ... philanthropic seniors, is resulting in a way for homeless people to have a ... have launched a new initiative whereby they are repurposing plastic bags into sleeping ...
(Date:11/25/2015)... ... November 25, 2015 , ... Since its launch in 2012, ... adult stem cell therapies to patients with chronic degenerative medical conditions. Now, the ... Registered Trademark (RTM). , Organizations are required to hold a registered trademark in ...
(Date:11/24/2015)... ... November 25, 2015 , ... Genesis Chiropractic Software ... software creates an agreement between the practice owner and the patient that automatically ... notification, and projections. Click here to learn more. , ...
Breaking Medicine News(10 mins):