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Cephalon Prices 5 Million Common Shares, $435 Million Of Notes

May 21, 2009 (FinancialWire) — Cephalon, Inc. (NASDAQ: CEPH) has priced concurrent public offerings of five million shares of common stock, at $60 per share, and $435 million of 2.50% convertible senior subordinated notes due 2014. The sole book-running manager for both offerings is Deutsche Bank Securities (NYSE: DB).

The company has granted the underwriters a 30-day option to purchase up to an additional 750,000 shares of common stock and up to an additional $65 million in of the notes, solely to cover over-allotments.

Cephalon said the notes will bear interest at a rate of 2.50% per year, payable on May 1 and November 1 of each year, beginning on November 1 of this year. The notes will mature on May 1, 2014. Cephalon may not redeem the notes prior to the maturity date.

The notes are convertible prior to maturity into cash and shares of the company’s common stock at an initial conversion price of $69.00 per share of common stock. That’s equivalent to a conversion rate of approximately 14.4928 shares per $1,000 principal amount of notes.

Cephalon is expecting aggregate net proceeds of around $709.5 million. The company plans to use a portion of the net proceeds of the notes offering in connection with its entry into a convertible note hedge transaction on its common stock with Deutsche Bank’s London branch.

Frazer, Pennsylvania-based Cephalon is a biopharmaceutical company focused on the discovery, development and commercialization of products addressing the central nervous system, inflammatory diseases, pain and oncology.

Cephalon employs around 3,000 people in the United States and Europe.

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