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Valeant Pharmaceuticals Files Presentation for Cephalon Stockholders
Date:4/11/2011

ing 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 Provi
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    SOURCE Valeant Pharmaceuticals International, Inc.
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