UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 14, 2011
Cephalon, Inc.
(Exact name of Registrant as specified in its charter)
|
Delaware |
|
0-19119 |
|
23-2484489 |
|
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
41 Moores Road Frazer, Pennsylvania |
|
19355 |
|
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code: (610) 344-0200
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
At a special meeting of stockholders of Cephalon, Inc. (the “Company”) held on July 14, 2011 (the “Special Meeting”), the Company’s stockholders approved the proposal to adopt the Agreement and Plan of Merger, dated May 1, 2011 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Teva Pharmaceutical Industries Ltd., an Israeli corporation (“Parent”), and Copper Acquisition Corp., a Delaware corporation and an indirect wholly owned subsidiary of Parent (“Merger Sub”). The Merger Agreement provides for the merger of Merger Sub with and into the Company, with the Company surviving as an indirect wholly-owned subsidiary of Parent. Because the holders of a majority of the outstanding shares approved the proposal to adopt the Merger Agreement, Proposal No. 2, entitled “Approval of the Adjournment of the Special Meeting to a Later Date,” was tabled. The holders of a majority of the shares present or represented at the Special Meeting by proxy and entitled to vote approved the non-binding proposal regarding certain merger-related executive compensation arrangements.
Each proposal is described in detail in the proxy statement dated June 14, 2011 and first mailed to the Company’s stockholders on June 14, 2011. The proposals were approved by the Company’s stockholders at the Special Meeting. Stockholders owning a total of 60,616,589 shares voted at the Special Meeting, representing approximately 78% of the shares of the Company’s common stock outstanding as of the record date for the Special Meeting. A summary of the voting results for each proposal is set forth below:
Proposal to Adopt the Merger Agreement:
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
|
60,565,945 |
|
32,446 |
|
18,198 |
|
Proposal to Adjourn the Special Meeting:
Proposal to adopt the Merger Agreement was approved and this proposal was tabled.
Non-Binding Proposal to Adopt Certain Merger-Related Executive Compensation Arrangements:
|
FOR |
|
AGAINST |
|
ABSTAIN |
|
|
52,979,933 |
|
6,176,229 |
|
1,460,427 |
|
Item 8.01 Other Events
On July 14, 2011, the Company issued a press release announcing that the majority of its shares have been voted to approve the proposed Merger Agreement. A press release is furnished as Exhibit 99.1 to this report and is incorporated herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
|
Exhibit No. |
|
Description of Exhibit |
|
|
|
|
|
99.1 |
|
Press Release of Cephalon, Inc. dated July 14, 2011 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
CEPHALON, INC. | |
|
|
|
|
|
|
|
|
|
Date: July 14, 2011 |
By: |
/s/ Gerald J. Pappert |
|
|
|
Gerald J. Pappert |
|
|
|
Executive Vice President, General Counsel and Secretary |
Exhibit 99.1
Cephalon Shareholders Approve Acquisition by Teva
FRAZER, Pa., July 14, 2011 /PRNewswire via COMTEX/ — Cephalon, Inc. (Nasdaq: CEPH) today announced that its stockholders voted to approve the Teva Pharmaceutical Industries Ltd. (Nasdaq: TEVA) proposal to acquire Cephalon for $81.50 per share in cash, or a total enterprise value of approximately $6.8 billion.
The transaction remains under review by the U.S. Federal Trade Commission and the European Commission. Cephalon and Teva continue to operate as two independent companies pending those clearances.
About Cephalon
Cephalon is a global biopharmaceutical company dedicated to discovering, developing and bringing to market medications to improve the quality of life of individuals around the world. Since its inception in 1987, Cephalon has brought first-in-class and best-in-class medicines to patients in several therapeutic areas. Cephalon has the distinction of being one of the world’s fastest-growing biopharmaceutical companies, now among the Fortune 1000 and a member of the S&P 500 Index, employing approximately 4,000 people worldwide. The company sells numerous branded and generic products around the world. In total, Cephalon sells more than 170 products in nearly 100 countries. More information on Cephalon and its products is available at http://www.cephalon.com/.
In addition to historical facts or statements of current condition, this press release may contain forward-looking statements. Forward-looking statements provide the Cephalon current expectations or forecasts of future events. These may include statements regarding anticipated scientific progress on its research programs; development of potential pharmaceutical products; interpretation of clinical results; prospects for regulatory approval; manufacturing development and capabilities; market prospects for its products; and other statements regarding matters that are not historical facts. You may identify some of these forward-looking statements by the use of words in the statements such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe” or other words and terms of similar meaning. Cephalon performance and financial results could differ materially from those reflected in these forward-looking statements due to general financial, economic, regulatory and political conditions affecting the biotechnology and pharmaceutical industries as well as more specific risks and uncertainties facing Cephalon such as those set forth in its reports on Form 8-K, 10-Q and 10-K filed with the U.S. Securities and Exchange Commission. Given these risks and uncertainties, any or all of these forward-looking statements may prove to be incorrect. Therefore, you should not rely on any such factors or forward-looking statements. Furthermore, Cephalon does not intend to update publicly any forward-looking statement, except as required by law. The Private Securities Litigation Reform Act of 1995 permits this discussion.
Contacts:
Media:
|
Fritz Bittenbender |
|
|
|
610-883-5855 (office) |
|
|
|
610-457-7041 (cell) |
|
|
|
fbittenb@cephalon.com |
|
|
|
|
|
|
|
Natalie de Vane |
|
|
|
610-727-6536 (office) |
|
|
|
610-999-8756 (cell) |
|
|
|
ndevane@cephalon.com |
|
|
|
|
|
|
|
Investor Relations: |
|
|
|
|
|
|
|
Chip Merritt |
|
|
|
610-738-6376 (office) |
|
|
|
cmerritt@cephalon.com |
|
|
|
|
|
|
|
Joseph Marczely |
|
|
|
610-883-5894 (office) |
|
|
|
jmarczely@cephalon.com |
|
|