Valeant Pharmaceuticals Responds to Cephalon Board's Letter
April 21 2011 - 5:38PM
PR Newswire (Canada)
MISSISSAUGA, Ontario, April 21, 2011 /CNW/ -- 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. LittleValeant Pharmaceuticals
International, Inc.949-461-6002 laurie.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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