CXS Chemgenex Fpo

FRAZER, Pa., April 13, 2011 /PRNewswire/ -- Cephalon, Inc. (Nasdaq: CEPH) 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) (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:

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/.

In addition to historical facts or statements of current condition, this press release may contain forward-looking statements in relation to Cephalon.  Forward-looking statements provide current expectations or forecasts of future events.  These may include statements regarding anticipated scientific progress on research programs, development of potential pharmaceutical products, interpretation of clinical results, prospects for regulatory approval, manufacturing development and capabilities, market prospects for products, sales and earnings guidance, 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.  The performance and financial results of Cephalon 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 the relevant company such as those set forth in its recent filings with the U.S. Securities and Exchange Commission or other applicable regulatory authorities.  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, neither Cephalon intend to update publicly any forward-looking statement, except as required by law. The Private Securities Litigation Reform Act of 1995 permits this discussion.

SOURCE Cephalon, Inc.