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EX-99.1 - EX-99.1 - CEPHALON INC | a11-8772_1ex99d1.htm |
EX-99.2 - EX-99.2 - CEPHALON INC | a11-8772_1ex99d2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) March 20, 2011
Cephalon, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware |
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0-19119 |
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23-2484489 |
(State or Other Jurisdiction |
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(Commission |
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(IRS Employer |
of Incorporation) |
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File Number) |
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Identification No.) |
41 Moores Road |
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Frazer, Pennsylvania |
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19355 |
(Address of Principal Executive Offices) |
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(Zip Code) |
Registrants telephone number, including area code (610) 344-0200
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On March 20, 2011, Cephalon, Inc. (the Company), Gemin X Pharmaceuticals, Inc. (Gemin X), C2011MergerSub, Inc., a wholly-owned subsidiary of the Company (Merger Sub), and Shareholder Representative Services LLC, as Stockholders Representative, entered into an Agreement and Plan of Merger (the Agreement) pursuant to which the Company will acquire Gemin X through the merger of Merger Sub with and into Gemin X (the Merger) for $225 million cash on a cash-free, debt-free basis. Upon completion of the Merger, Gemin X will become a wholly-owned subsidiary of the Company. Cephalon may make additional cash payments totaling up to $300 million upon the achievement of certain regulatory and sales milestones. There are no royalty obligations to Gemin X stockholders.
The completion of the Merger is subject to customary conditions, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The Merger is expected to close in the second quarter of 2011.
There are no material relationships between Gemin X, the Company or any of the Companys affiliates, directors or officers (or any associate of any such director or officer), other than by virtue of the Agreement. The Company hereby incorporates by reference the press release dated March 21, 2011, attached hereto as Exhibit 99.1 and made a part of this Item 1.01.
Item 8.01 Other Information.
On March 24, 2011, the Company issued a press release announcing a decision by the U.S. District Court for the District of Delaware regarding the Compays patent litigation with Watson Pharmaceuticals, Inc. relating to FENTORA® (fentanyl buccal tablet).
The Company hereby incorporates by reference the press release dated March 24, 2011, attached hereto as Exhibit 99.2, and made a part of this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) |
Exhibits. |
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Exhibit No. |
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Description of Exhibit |
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99.1 |
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Press Release of Cephalon, Inc. dated March 21, 2011 |
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99.2 |
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Press Release of Cephalon, Inc. dated March 24, 2011 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CEPHALON, INC. | |
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Date: March 25, 2011 |
By: |
/s/ Gerald J. Pappert |
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Gerald J. Pappert |
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Executive Vice President, General Counsel & |
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Secretary |