MISSISSAUGA, Ontario,
April 18, 2011 /PRNewswire/ --
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 Lonner, 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 Valeant's offer and Cephalon's 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 Valeant's offer
to acquire Cephalon, Valeant's 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 company's 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 Valeant's 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 Cephalon's 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
VALEANT'S 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.
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
(Logo:
http://photos.prnewswire.com/prnh/20101025/LA87217LOGO)
SOURCE Valeant Pharmaceuticals International, Inc.