sctovc
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
CEPHALON, INC.
(Name of Subject Company (Issuer))
VALEANT PHARMACEUTICALS INTERNATIONAL, INC.
(Names of Filing Person(s) (Offeror(s)))
Common
Stock, par value $0.01 per Share
(Title of Class of Securities)
156708109
(CUSIP Number of Class of Securities)
Alison S. Ressler, Esq.
Keith A. Pagnani, Esq.
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
(212) 558-4000
(Name, address and telephone number of person authorized to receive notices and communications on behalf of the filing person)
CALCULATION OF FILING FEE
|
|
|
|
|
|
|
|
|
|
Transaction Valuation |
|
|
Amount of Filing Fee |
|
|
|
|
|
|
|
|
|
|
|
o Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing.
|
|
|
|
|
|
|
Amount Previously Paid:
|
|
|
|
Filing Party: |
|
|
|
|
|
|
|
|
|
Form of Registration No.
|
|
|
|
Date Filed: |
|
|
|
|
|
|
|
|
|
þ |
|
Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
o |
|
third-party tender offer subject to Rule 14d-1. |
o |
|
issuer tender offer subject to Rule 13e-4. |
o |
|
going-private transaction subject to Rule 13e-3. |
o |
|
amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
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 RESPONDS TO
CEPHALON BOARDS LETTER
Mississauga, Ontario, April 21, 2011 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 Companys 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 Cephalons
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 hasnt 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
Valeants 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
Valeants 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 Valeants 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 Cephalons 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
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, 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.
###