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Valeant Pharmaceuticals Proposes to Acquire Cephalon, Inc. for $73 Per Share in Cash
Date:3/29/2011

ated and agreed to in parallel with the due diligence process.  We would expect the merger agreement to contain customary provisions for a transaction of this nature.

We are acutely aware of the desirability for a swift and confidential negotiation process for both our companies and our work plan has been developed to achieve this goal.  To date, we have assembled a seasoned team of Valeant professionals and external advisors.  Assuming a prompt response to this proposal and full cooperation, we would expect to complete this process in approximately one month.

Exclusivity

This offer is dependent on exclusive discussions between our two companies.  In consideration of the significant time, resources and expenses that would be committed by Valeant during the process, it is essential to us that Cephalon grant Valeant an exclusivity period as we work together to finalize a transaction.  

Financing

Our transaction would not be subject to a financing contingency.  We have worked closely with our financial advisors and are highly confident in our ability to fully finance the transaction through debt markets and our balance sheet.  

Regulatory

We do not anticipate any regulatory issues in closing this merger.

Kevin, Valeant is very serious about pursuing this transaction and we believe Valeant is uniquely qualified to offer premium value to Cephalon's shareholders.  This proposal has the unanimous support of Valeant's Board of Directors.  We are eager and prepared to move quickly on an exclusive basis.

If you and your Board are in agreement, we are prepared to execute confidentiality and exclusivity agreements promptly and to proceed with due diligence and the negotiation of definitive binding agreements on an expedited basis.  We believe that it is in the interest of both our companies to proceed promptly with the proposed transaction.  
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SOURCE Valeant Pharmaceuticals International, Inc.
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