FRAZER, Pa., April 7, 2011 /PRNewswire/ -- Cephalon, Inc.
(NASDAQ: CEPH) said today in a preliminary consent revocation
statement filed with the Securities and Exchange Commission (SEC)
that its Board of Directors has recommended that shareholders
reject Valeant Pharmaceuticals International, Inc.'s proposals to
remove and replace Cephalon's current Board of Directors and not
deliver any consent solicitation cards to Valeant. On
April 5, 2011, the Board rejected
Valeant's unsolicited proposal to purchase the Company for
$73 per share, concluding that the
non-binding proposal is inadequate and not in the best interests of
Cephalon's shareholders.
In urging Cephalon's shareholders to reject Valeant's proposals
and to not deliver any consent solicitation cards to Valeant,
Cephalon noted that:
- Cephalon's Current Board of Directors is Best Positioned to
Maximize Value for Cephalon's Shareholders. Cephalon's
Board of Directors, which is predominantly composed of independent
and disinterested directors, has a strong track record of acting in
shareholders' best interests. The current Board of Directors
is intimately familiar with Cephalon's business, its day-to-day
operations and its products and pipeline, and is in the best
position to continue to review, develop and adapt the Company's
plan to maximize value for all of the Company's stockholders.
Valeant's proposed nominees do not have this same knowledge
of, and experience with, Cephalon.
- Valeant Has No Duty to Act in Cephalon Shareholders' Best
Interests. The Board noted that Valeant has no duty to
act in the best interests of Cephalon's shareholders (including
when selecting nominees to serve as Cephalon directors) and that it
would be in Valeant's and its shareholders' interest to buy
Cephalon at the lowest possible price.
- The Valeant Nominees May Not Be in a Position to Best Serve
Cephalon Shareholders' Interests. While Valeant has
described its proposed slate of directors as "independent",
Cephalon's Board of Directors believes that Valeant's nominees have
been selected by Valeant simply to facilitate the acquisition of
Cephalon by Valeant on terms that are as favorable to Valeant as
possible. There is no guarantee that the Valeant Nominees
will vigorously negotiate with Valeant on behalf of Cephalon's
shareholders.
- The Valeant Nominees, if Elected, May Have Conflicts of
Interest in Any Dealings With Valeant. Notably, three of
the seven Valeant nominees served on Valeant's Board of Directors
prior to its September 2010 merger
with Biovail Corporation. At the time of the merger, each of
Messrs. Koppes, Kugelman and Lonner owned securities that were
converted into shares of common stock of Valeant. Valeant
also agreed to indemnify each of Messrs. Koppes, Kugelman and
Lonner for actions arising prior to the merger. Valeant has
not addressed the potential financial and personal conflicts of
interest that each of Messrs. Koppes, Kugelman and Lonner could
have in respect of Valeant, and which could potentially impact
their views in respect of any sale of Cephalon to Valeant.
Kevin Buchi, Cephalon's Chief
Executive Officer, said, "Shareholders should have serious concerns
about replacing their elected Board of Directors, who have an
intimate knowledge of Cephalon's business, products and pipeline
and a strong track record of acting in the best interests of
shareholders, with a slate of nominees selected by Valeant to
further Valeant's proposed acquisition of the Company.
He added, "The Cephalon Board of Directors is best positioned to
maximize value for Cephalon's shareholders, and we take this
responsibility very seriously."
On April 5th, Valeant filed a
preliminary consent solicitation statement with the SEC in
connection with its proposed consent solicitation. In the
interests of allowing consideration of this matter on a timely
basis by Cephalon's shareholders and significant participation in
the process by Cephalon's many long-term shareholders, pursuant to
the Company's by-laws, the Cephalon Board of Directors has set a
record date for the consent solicitation of Friday, April 8, 2011. The consent
solicitation period will last for 60 days from the date of the
earliest dated consent delivered to the Company.
Deutsche Bank Securities Inc. and BofA Merrill Lynch are acting
as financial advisors and Skadden, Arps, Slate, Meagher & Flom
LLP is acting as Cephalon's legal counsel.
About Cephalon, Inc.
Cephalon is a global biopharmaceutical company dedicated to
discovering, developing and bringing to market medications to
improve the quality of life of individuals around the world.
Since its inception in 1987, Cephalon has brought
first-in-class and best-in-class medicines to patients in several
therapeutic areas. Cephalon has the distinction of being one
of the world's fastest-growing biopharmaceutical companies, now
among the Fortune 1000 and a member of the S&P 500 Index,
employing approximately 4,000 people worldwide. The company
sells numerous branded and generic products around the world.
In total, Cephalon sells more than 150 products in nearly 100
countries. More information on Cephalon and its products is
available at http://www.cephalon.com/.
Additional Information:
Cephalon, Inc. (the "Company"), its directors and certain of its
officers and employees may be deemed to be participants in the
solicitation of consent revocations from stockholders in connection
with a consent solicitation by Valeant Pharmaceuticals
International, Inc. ("Valeant") to replace the Company's current
Board of Directors with nominees of Valeant. The Company plans to
file a consent revocation statement with the Securities and
Exchange Commission (the "SEC") in connection with the solicitation
of written consent revocations in connection with Valeant's consent
solicitation (the "Consent Revocation Statement"). Information
regarding the names of the Company's directors and other
participants in the solicitation and their respective interests in
the Company by security holdings or otherwise is set forth in the
Company's proxy statement relating to its 2011 annual meeting of
stockholders, which may be obtained free of charge at the SEC's
website at http://www.sec.gov and the Company's website at
http://www.cephalon.com. Additional information regarding the
interests of such potential participants will be included in the
Consent Revocation Statement and other relevant documents to be
filed with the SEC in connection with the consent solicitation.
Promptly after filing its definitive Consent Revocation
Statement with the SEC, the Company will mail the definitive
Consent Revocation Statement and a form of white consent revocation
card to each stockholder entitled to deliver a written consent in
connection with the consent solicitation.
WE URGE INVESTORS TO READ THE CONSENT REVOCATION STATEMENT
(INCLUDING ANY SUPPLEMENTS THERETO), THE COMPANY'S
SOLICITATION/RECOMMENDATION STATEMENT REGARDING ANY TENDER
OFFER THAT MAY BE COMMENCED BY VALEANT, AND ANY OTHER RELEVANT
DOCUMENTS THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION.
Stockholders will be able to obtain, free of charge, copies
of the Consent Revocation Statement, the
solicitation/recommendation statement and any other documents filed
by the Company with the SEC in connection with the consent
solicitation or any tender offer at the SEC's website at
http://www.sec.gov, at the Company's website at
http://www.cephalon.com, or by contacting Innisfree M&A
Incorporated at (877) 800-5186 (banks and brokers call collect at
(212) 750-5833).
Media:
Cephalon Contacts:
Fritz Bittenbender
O: 1 610 883 5855
C: 1 610 457 7041
fbittenb@cephalon.com
Natalie de Vane
O: 1 610 727 6536
C: 1 610 999 8756
ndevane@cephalon.com
Steve Lipin/Jennifer Lowney
Brunswick Group
O: 1 212 333 3810
Investors:
Cephalon Contacts
Chip Merritt
O: 1 610 738 6376
cmerritt@cephalon.com
Joseph Marczely
O: 1 610 883 5894
jmarczely@cephalon.com
Alan Miller / Scott Winter
Innisfree M&A Incorporated
O: 1 212 750 5833
SOURCE Cephalon, Inc.