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Cephalon To Make Takeover Bid for Chemgenex

From Associated Press (March 29, 2011)

FRAZER, Pa. -- Cephalon Inc. said Monday it plans to make a takeover bid for Australian biopharmaceutical company ChemGenex.

The total offer value for ChemGenex shares and listed ChemGenex options that Cephalon does not own is about $163 million. The Cephalon offer values all ChemGenex shares and options at about $231 million.

The move has already received unanimous support of the ChemGenex board of directors, who plan to recommend the deal to shareholders unless a superior offer comes along.

The offer from Cephalon, a biopharmaceutical company based in Frazer, Pa., will amount to roughly 72 cents cash for each ChemGenex share, and 2 cents for each ChemGenex listed option.

ChemGenex shares listed on the Australian stock market were unchanged on Monday at 44 cents. Shares in Cephalon in the U.S. market ended the regular session down 33 cents to $57.57.

Last October, a Cephalon subsidiary agreed to subscribe for about $15.4 million in convertible notes issues by ChemGenex and entered into call option agreements with ChemGenex shareholders Stragen International N.V. and Merck Sante S.A.S.

Cephalon International on Monday served notice it will convert its convertible notes and exercise its call options to acquire in some 86.4 million ChemGenex shares, resulting in Cephalon International holding 27.6 percent of the issued ChemGenex shares prior to the takeover bid.

ChemGenex develops hematology focused products, including a Omaprot, a treatment for patients with chronic myeloid leukemia.

The company plans to file a new drug application with U.S. regulators in the second half of this year.


Posted: March 2011