Teva to acquire Cephalon for $6.8 billion

JERUSALEM & FRAZER, Pa.—TevaPharmaceutical Industries Ltd. and Cephalon, Inc. today announced that their boards of directors haveunanimously approved a definitive agreement under which Teva will acquire allof the outstanding shares of Cephalon for $81.50 per share in cash, or a totalenterprise value of approximately $6.8 billion. The transaction is notconditioned on financing and is expected to be completed in the third quarterof 2011.

Thetransaction reinforces Teva's long term strategy of building out its brandedand specialty pharmaceuticals business through diversification and expansion ofthe company's product portfolio and pipeline. The combined company will utilizeits complementary commercial, R&D and operational capabilities. It willcapture value by providing customers with a broad spectrum of specialty brandedproducts.

The combined company's sizable branded portfolio representsapproximately $7 billion in sales, with a robust pipeline including more than30 late-stage compounds. The transaction will create immediate and sustainablevalue in niche therapeutic areas including CNS, oncology, respiratory and painmanagement. The combined company will become a leader in specialty pharma.

"Weare embarking today on a new and exciting future for Teva's branded business,and we are delighted that we will be working together with the Cephalon team,"said Shlomo Yanai, president and CEO of Teva. "This istransforming for Teva's branded business, as it will help us to deliver on ourstrategic goal of creating a diversified, multi-faceted company. We have beenfollowing Cephalon for a long time and are very happy with the opportunity tojoin forces. Our significantly broader portfolio will permit marketing andsales synergies and enhance profitability. We look forward to welcoming ourcolleagues at Cephalon to the Teva family."

"Cephalon'smerger with Teva is the result of a rigorous process that included a review ofa wide-range of strategic options undertaken by Cephalon's board of directorsand management team to maximize value and deliver significant returns toshareholders," said Kevin Buchi, CEO of Cephalon. "Byjoining forces with Teva, we will benefit from their scale, worldwide reach andoperational excellence, allowing us to further pursue our shared goals ofdelivering new, innovative therapies to help patients around the world. Tevashares our strong commitment to R&D, and we believe our pipeline willthrive under their leadership. We look forward to working with the Teva team toensure a smooth transition and complete the transaction as expeditiously aspossible."

SOURCE: Official news release from Teva and Cephalon