- Additional Proxy Soliciting Materials - Non-Management (definitive) (DFAN14A)
April 18 2011 - 5:45AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN CONSENT STATEMENT
SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Consent Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Consent Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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(Name of Registrant as Specified in Its Charter)
Valeant Pharmaceuticals International, Inc.
(Name of Person(s) Filing Consent Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Title of each class of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to
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state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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International Headquarters
7150 Mississauga Road
Mississauga, Ontario L5N 8M5
Phone: 905.286.3000
Fax: 905.286.3050
Contact Information:
Investors:
Laurie W. Little
Valeant Pharmaceuticals International, Inc.
949-461-6002
laurie.little@valeant.com
Media:
Renee E. Soto
Sard Verbinnen & Co.
212-687-8080
rsoto@sardverb.com
Cassandra Bujarski
Sard Verbinnen & Co.
212-687-8080
cbujarski@sardverb.com
VALEANT PHARMACEUTICALS ADDS CORPORATE GOVERNANCE EXPERT ABE FRIEDMAN TO ITS SLATE OF PROPOSED CEPHALON DIRECTORS
Mississauga, Ontario, April 18, 2011 Valeant Pharmaceuticals International, Inc. (NYSE:
VRX) (TSX: VRX) today filed a revised preliminary consent solicitation statement in which it named
Mr. Abe M. Friedman to its slate of proposed directors in
connection with its previously announced
solicitation of written consents from the stockholders of Cephalon, Inc. (NASDAQ: CEPH). Mr.
Friedman will join the seven-member slate of proposed directors previously announced by Valeant,
which comprises Santo J. Costa, Richard H. Koppes, Lawrence N. Kugelman, Anders Lönner, John H.
McArthur, Thomas G. Plaskett and Blair H. Sheppard.
Mr. Friedman has immense corporate governance expertise and experience in issues affecting
public companies and their shareholders and has spent much of his career as a dedicated shareholder
rights advocate. Mr. Friedman was until March 2011 a Managing Director and the Global Head of the
Corporate Governance & Responsible Investment functions at BlackRock, Inc. He earlier served as a
Managing Director and the Global Head of Corporate Governance at Barclays Global Investors (BGI)
and prior to that as the Director of Corporate Governance and Proxy Voting for the Americas at BGI,
which merged with BlackRock in 2009. Prior to his time at BGI, Mr. Friedman was chief policy
officer and general counsel of Glass,
Lewis & Co., LLC, a corporate governance and proxy research firm. He joined Glass Lewis upon
its founding and developed and led Glass Lewis proxy research business.
We are very pleased to add a highly respected expert in corporate governance matters to the
proposed slate of directors, stated J. Michael Pearson,
chairman and chief executive officer of Valeant. We
continue to believe that Cephalon stockholders have the right to determine the merits of Valeants
offer and Cephalons poison pill denies them that opportunity. Abe is a strong advocate for
shareholder rights and should provide even more strength to an already qualified group of
independent nominees.
Valeant expects to mail its consent solicitation materials to Cephalon stockholders during the
week of April 18, 2011 and has set a May 12, 2011 deadline for delivery of consents.
About Valeant
Valeant
Pharmaceuticals International, Inc. (NYSE: VRX) (TSX: VRX) is a multinational
specialty pharmaceutical company that develops, manufactures and markets a broad range of
pharmaceutical products primarily in the areas of neurology, dermatology and branded generics. More
information about Valeant can be found at www.valeant.com.
Forward-looking Statements
This press release may contain forward-looking statements, including, but not limited to,
statements regarding Valeants offer to acquire Cephalon,
Valeants intent to commence a consent
solicitation process and its financing of the proposed transaction. Forward-looking statements may
be identified by the use of the words anticipates, expects, intends, plans, should,
could, would, may, will, believes, estimates, potential, or continue and variations
or similar expressions. These statements are based upon the current expectations and beliefs of
management and are subject to certain risks and uncertainties that could cause actual results to
differ materially from those described in the forward-looking statements. These risks and
uncertainties include, but are not limited to, risks and uncertainties discussed in the companys
most recent annual or quarterly report filed with the Securities and
Exchange Commission (SEC) and the Canadian Securities
Administrators(CSA)
and risks and uncertainties relating to the proposed transaction, as detailed from time to time in
Valeants filings with the SEC and CSA, which factors
are incorporated herein by reference. Readers are cautioned not to place undue reliance on any of
these forward-looking statements. Valeant undertakes no obligation to update any of these
forward-looking statements to reflect events or circumstances after
the date of this press release or to reflect actual outcomes except as required by securities laws. You are advised,
however, to consult any further disclosures we make on related subjects in our filings with the SEC
and the CSA.
CERTAIN INFORMATION CONCERNING POTENTIAL PARTICIPANTS IN A SOLICITATION; ADDITIONAL INFORMATION
AND WHERE TO FIND IT
This communication may be deemed to be solicitation material in respect of the proposed removal of
directors from, and election of directors to, the Board of Directors of Cephalon, as
well as the
repeal of any changes to Cephalons Bylaws. On April 18, 2011, Valeant filed a revised preliminary
consent solicitation statement with the SEC. THAT DOCUMENT SETS FORTH THE IDENTITY OF THE
PARTICIPANTS IN THE SOLICITATION AND A DESCRIPTION OF THEIR DIRECT OR INDIRECT INTERESTS, BY
SECURITY HOLDINGS, OR OTHERWISE, AND IS AVAILABLE AT THE WEB SITE MAINTAINED BY THE SEC AT
WWW.SEC.GOV. OR FROM VALEANTS WEBSITE AT WWW.VALEANT.COM UNDER THE TAB INVESTOR RELATIONS AND
THEN UNDER THE HEADING SEC FILINGS, OR , FOR FREE, BY DIRECTING A REQUEST TO VALEANT, 7545 IRVINE
CENTER DRIVE, IRVINE, CALIFORNIA, 92618, ATTENTION: CORPORATE SECRETARY.
This communication does not constitute an offer to buy or solicitation of an offer to sell any
securities. No tender offer for the shares of Cephalon has commenced at this time.
In connection with any tender offer or consent solicitation, Valeant will file relevant materials,
which may include a tender offer statement, and a definitive consent solicitation statement and/or
other documents, with the SEC. The definitive consent solicitation statement filed by Valeant with
the SEC will include the form of gold consent card to be completed and delivered by each Cephalon
stockholder that desires to provide written consent in connection with the consent solicitation.
ALL INVESTORS AND SECURITY HOLDERS OF CEPHALON ARE URGED TO READ ANY SUCH DOCUMENTS FILED WITH THE
SEC BY VALEANT CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT ANY SUCH TRANSACTION. Investors and security holders will be able to obtain free copies of
documents filed with the SEC by Valeant (when they become available) in the same manner as set
forth above with respect to the preliminary consent solicitation statement.
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