FRAZER, Pa., April 13, 2011 /PRNewswire/ -- Cephalon, Inc. (Nasdaq:CEPH - News) today announced that its wholly-owned subsidiary, Cephalon CXS Holdings Pty Ltd (Cephalon), has lodged the offer document (Bidder's Statement) for its A$0.70 a share offer for ChemGenex Pharmaceuticals Limited (ASX:CXS.ax - News) (ChemGenex) with the Australian Securities and Investments Commission.
Cephalon is offering a 58 percent premium to the one-month volume weighted average price of ChemGenex up to March 29, 2011, and a 59 percent premium to the closing price on March 24, 2011, the last trading day prior to the announcement of Cephalon's offer. The offer is unanimously recommended by ChemGenex's directors in the absence of a superior proposal.
"The addition of ChemGenex's compounds supports our commitment to building a world-class pipeline that delivers first-in-class therapies to patients suffering from serious, often life-threatening medical conditions," said Kevin Buchi, Chief Executive Officer at Cephalon.
Cephalon, Inc., through its wholly-owned subsidiary, Cephalon International Holdings, Inc. (Cephalon International), acquired a pre-bid shareholding of 27.57 percent by purchasing shares pursuant to call option agreements with two of ChemGenex's major shareholders, Merck Sante S.A.S. and Stragen International N.V., and converting A$15 million of convertible notes issued by ChemGenex to Cephalon International in October 2010.
The Bidder's Statement is expected to be dispatched to ChemGenex shareholders on April 18, 2011. The offer period is scheduled to commence on that date and will close on May 23, 2011 (unless extended).
The takeover is subject to a number of customary closing conditions, including a 90% minimum acceptance condition.
Cephalon has established a shareholder information line for ChemGenex shareholders.
The contact details are:
1800 072 766
+61 2 8280 7152
Cephalon is being advised by BofA Merrill Lynch and Johnson Winter & Slattery.
About Cephalon, Inc.
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 150 products in nearly 100 countries. More information on Cephalon and its products is available at http://www.cephalon.com/.
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Natalie de Vane
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VP, Investor Relations
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VP, Public Affairs
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