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

te frankly, from our perspective, this move has reduced the value creation potential of the proposed merger.  We would hope that you delay any further such deals until our two companies have concluded this process, one way or the other.

All this being said, we remain interested in moving our discussions forward.  Given your perspective on your investors, I have attempted to construct a second, alternative offer that conforms more closely to your view of the world.  Although our initial offer for the entire company at $73.00 per share in cash ("Alternative 1") still stands, we are also providing you with an alternative structure ("Alternative 2") that we would be willing to discuss.  Alternative 2 would allow Cephalon to continue to operate as a stand-alone oncology-focused company with sufficient cash, near-term revenue and infrastructure to develop and commercialize most of your pipeline as well as to provide additional funds to fuel your early-development stage acquisition strategy.

Alternative 2 Overview

For a total consideration of $2.8 billion, approximately $37.00 per share in cash (based on your basic shares outstanding), Valeant would acquire on a cash-free / debt-free basis through an asset purchase agreement the following:  1) All marketed products in the United States not related to oncology as well as appropriate sales operations to support those products; 2) All research and development programs associated with Cephalon's Central Nervous System and Pain businesses; and 3) All assets associated with the acquired Mepha business.  Businesses remaining with Cephalon would include: 1) All oncology-related marketed products; 2) All research and development programs associated with oncology or otherwise not included in the assets acquired by Valeant; 3) All Western European operations; 4) All manufacturing; and 5) All corporate and administrative operations not determined necessary for the products acqu
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SOURCE Valeant Pharmaceuticals International, Inc.
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