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.
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:
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.
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 www.valeant.com.
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.
CERTAIN INFORMATION CONCERNING POTENTIAL PARTICIPANTS IN A SOLICITATION; ADDITIONAL INFORMATION AND WHERE TO FIND IT
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.
Laurie W. Little
Valeant Pharmaceuticals International, Inc.
Renee E. Soto
Sard Verbinnen & Co.
Sard Verbinnen & Co.
|SOURCE Valeant Pharmaceuticals International, Inc.|
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