MISSISSAUGA, Ontario,
April 21, 2011 /PRNewswire/ --
Valeant Pharmaceuticals International, Inc. (NYSE: VRX) (TSX: VRX)
today issued the following statement to shareholders of Cephalon,
Inc. (NASDAQ: CEPH):
In a letter to its shareholders today, the Cephalon Board of
Directors stated that it "is presently undertaking a review of all
of the Company's alternatives and options – and is focused on
maximizing Cephalon shareholder value." We know for certain
that Cephalon has not engaged with Valeant despite what we believe
to be a compelling all-cash $73 per
share offer, even though we have repeatedly stated that our offer
price could increase if Cephalon engaged with us and permitted us
to conduct due diligence. As it has been over a month since
we presented our offer to Cephalon, we believe the Cephalon
shareholders deserve answers to the following questions:
- Exactly which "alternatives and options," beyond the
continuation of Cephalon's current risky standalone plan, are being
reviewed by the Cephalon Board of Directors, and what is the
timeframe for that review?
- Does its review include a potential sale of Cephalon? If so,
why hasn't the Cephalon Board of Directors engaged with
Valeant?
- How can the Cephalon Board of Directors truly be undertaking a
review of all "alternatives and options," with a focus "on
maximizing Cephalon shareholder value," without engaging with
Valeant to determine exactly how much Valeant may be willing to
offer following due diligence?
- Why does the Cephalon Board of Directors insist on continuing
to stand between Valeant's all-cash offer and the owners of
Cephalon?
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
Certain statements made in this press release may constitute
forward-looking statements of Valeant, including, but not limited
to, statements regarding our offer to purchase Cephalon, financing
related to the proposed transaction, our consent solicitation
process or our intention to commence a tender offer, our
opportunities and our plans should we acquire Cephalon, the effect
of the proposed transaction on financial results, and certain
financial projections. 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 of Valeant 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 Valeant's most recent annual or quarterly report filed with the
Securities and Exchange Commission ("SEC") and Canadian Securities
Administrators ("CSA") and other risks and uncertainties as
discussed from time to time in Valeant's filings with the SEC and
the CSA, which disclosures 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 Participants In 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. Valeant filed a
definitive consent solicitation statement with the SEC on
April 21, 2011. 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 ALSO 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. It includes 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.
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 and its consent solicitation,
Valeant will file relevant materials, which may include a tender
offer statement and/or other documents, with the SEC. 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.
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 definitive 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.