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

gil'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 c
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SOURCE Valeant Pharmaceuticals International, Inc.
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