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GEN News Highlights : Apr 6, 2011

Cephalon Board Rejects Valeant’s $73 Per Share Unsolicited Takeover Bid

Firm claims proposal undervalues the Cephalon pipeline and is based on "worst-case-scenario" valuation.

Cephalon’s board of directors has formally rejected Valeant Pharmaceuticals’ recent unsolicited $73 per share, $5.7 billion takeover bid. In a letter to Valeant’s CEO J. Michael Pearson, Cephalon CEO J. Kevin Buchi said an analysis by the firm and its independent financial advisors led to the conclusion that the Valeant proposal is both inadequate and not in the best interest of Cephalon’s shareholders.

The Cephalon board states the offer was based on a "worst-case scenario"  valuation and represents virtually no premium to Cephalon’s 52-week high stock price. Moreover, Cephalon points out, the proposal ascribes “little or no value to Cephalon’s pipeline,” which the firm maintains is one of the broadest in the industry, with 10 late-stage product candidates targeting novel and best-in-class therapeutics. “The board believes that the Valeant nonbinding proposal is an opportunistic attempt by Valeant to shift this value to Valeant and its shareholders and away from Cephalon’s shareholders.”