Cephalon receives unsolicited proposal from Valeant

Cephalon, Inc. (Nasdaq: CEPH) confirmed today that it received an unsolicited proposal from Valeant Pharmaceuticals International, Inc., ("Valeant") on March 18th to acquire the Company for $73 per share and a second unsolicited proposal on March 25th to either acquire the Company for $73 per share or to purchase Cephalon's non-oncology related assets for $2.8 billion. On March 29th, Valeant announced an unsolicited proposal to acquire all of the outstanding shares in the Company for $73 per share.

Upon the receipt of each of Valeant's proposals, Cephalon acted expeditiously to commence an analysis of both alternatives presented by Valeant. The Company advised Valeant that it is working with its financial advisors to review and consider each proposal. In addition, the Company advised Valeant that its Board of Directors would be meeting to consider the proposals and planned to respond to Valeant during the week of April 4th.  Copies of the Company's correspondence to Valeant are attached to this announcement.

The Company's Board of Directors intends to consider the unsolicited proposal and will respond in due course.  Cephalon's Board of Directors and management are very aware of their fiduciary responsibilities to shareholders and will act in accordance with shareholders' best interests, with the goal of maximizing shareholder value.  Cephalon advises shareholders that they need not take any action at this time in response to Valeant's proposal and that they should wait for the response of the Cephalon Board of Directors.

Deutsche Bank Securities Inc. is acting as financial advisor and Skadden, Arps, Slate, Meagher & Flom LLP is acting as Cephalon's legal counsel.