dfan14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN CONSENT STATEMENT
SCHEDULE 14A INFORMATION
Consent Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant o
Filed by a Party other than the Registrant þ
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Preliminary Consent Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Consent Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to Section 240.14a-12 |
(Name of Registrant as Specified in Its Charter)
Valeant Pharmaceuticals International, Inc.
(Name of Person(s) Filing Consent Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
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International Headquarters
7150 Mississauga Road
Mississauga, Ontario L5N 8M5
Phone: 905.286.3000
Fax: 905.286.3050
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
VALEANT PHARMACEUTICALS FILES PRELIMINARY CONSENT SOLICITATION
STATEMENT WITH THE SEC
Expresses Disappointment with Cephalons Rejection of Its Offer
Mississauga, Ontario, April 5, 2011 Valeant Pharmaceuticals International, Inc. (NYSE: VRX)
(TSX: VRX) today announced that it has filed with the Securities and Exchange Commission (SEC) a
preliminary consent solicitation statement in connection with its solicitation of written consents
from the Cephalon stockholders to remove each member of the Board of Directors of Cephalon Inc.
(Cephalon) and elect seven new directors in their place. The proposed directors are:
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Santo J. Costa, Former President and COO of Quintiles |
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Richard H. Koppes, Former General Counsel and Interim CEO of CalPERS |
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Lawrence N. Kugelman, Former CEO and President of Coventry Health Care |
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Anders Lonner, Group President and CEO of Meda AB |
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John H. McArthur, Former Dean of Harvard Business School |
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Thomas G. Plaskett, Director of Alcon and RadioShack |
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Blair H. Sheppard, Chair and former CEO of Duke Corporate Education and former Dean of
Fuqua School of Business, Duke University |
Today Cephalon formally rejected Valeants offer. Therefore, Valeant is going directly and
immediately to Cephalon stockholders by initiating its consent solicitation process. It is
Valeants expectation that a new Cephalon board would act in the best interests of Cephalon
stockholders and remove the impediments to a tender offer, such as the poison pill, and permit
Valeant to conduct a due diligence investigation. As stated before, such a due diligence
investigation could enable Valeant to modestly increase its offer price, if the results of such
investigate demonstrate that additional value exists. In short, Valeant is committed to enabling
stockholders to decide whether to accept this offer.
J. Michael Pearson, Valeants Chairman and CEO said In the three weeks since our initial
offer, Valeant has recruited seven experienced candidates to serve as director-nominees of
Cephalon. We have arranged financing for our proposed acquisition of Cephalon. We have received
positive feedback from many of the largest stockholders of Cephalon. We stand ready to quickly
commence and close our transaction as proposed, unless Cephalon stockholders do not support our
offer, in which case we will focus our attention on other opportunities to invest our capital.
While we are disappointed with the response from Cephalons board, we remain committed to our
process, which includes trying to find a modest amount of additional value if Cephalon engages with
us and allows us to conduct due diligence, which we believe would take only 2-3 weeks.
Valeant plans to submit a notice with respect to its consent solicitation to Cephalons
corporate secretary tomorrow morning. Following SEC approval of a definitive consent solicitation
statement, Valeant will make the definitive consent solicitation statement available to Cephalon
stockholders and stockholders may begin to deliver their written consents to Valeants proposals.
The Cephalon board has set April 8 as the record date.
Mr. Pearson added We continue to strongly believe that it is in the best interests of both
Valeants and Cephalons stockholders to resolve this matter quickly, one way or the other. Valeant
will move fast. We had hoped that Cephalon would do the same. Now, it will be in the stockholders
hands.
About Valeant
Valeant Pharmaceuticals International, Inc. (NYSE/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 Valeants offer to acquire Cephalon, Valeants 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
companys most recent annual or quarterly report filed with the Securities and Exchange Commission
(SEC) and risks and uncertainties relating to the proposed merger, as detailed from time to time
in Valeants filings with the SEC and the Canadian Securities Administrators (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.
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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 Cephalons Bylaws. On April 5, 2011, Valeant filed a
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 VALEANTS 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, 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. 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.