Valeant Pharmaceuticals Adds Corporate Governance Expert Abe Friedman to its Slate of Proposed Cephalon Directors
April 18 2011 - 7:01AM
PR Newswire (Canada)
MISSISSAUGA, Ontario, April 18, 2011 /CNW/ -- 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.949-461-6002laurie.little@valeant.com Media:Renee E. SotoSard
Verbinnen & Co.212-687-8080rsoto@sardverb.com Cassandra
BujarskiSard Verbinnen & Co.212-687-8080cbujarski@sardverb.com
(Logo: http://photos.prnewswire.com/prnh/20101025/LA87217LOGO) Web
Site: http://www.valeant.com
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