Cephalon and Anesta to merge...
cephalon.com
Cephalon and Anesta Announce Merger to Create Stronger, More Profitable Pharmaceutical Business
WEST CHESTER, Pa. and SALT LAKE CITY, July 17 /PRNewswire/ --
Cephalon, Inc. (Nasdaq: CEPH) and Anesta Corp. (Nasdaq: NSTA) announced today
that the two companies have agreed to a merger under which Cephalon will
acquire all of the outstanding shares of Anesta in a tax-free, stock-for-stock
transaction intended to be accounted for as a pooling of interests. The
transaction is expected to be accretive to Cephalon's revenues and earnings in
2001 and beyond. Cephalon develops and markets products to treat sleep and
neurological disorders, and cancer. Anesta is a leader in the development and
commercialization of products for the management of cancer pain and other
therapeutic applications using its patented oral transmucosal system (OTS(TM))
for drug delivery.
Upon completion of the transaction, Anesta shareholders will receive
0.4765 shares of newly-issued Cephalon common stock for each share of Anesta
they own. Based on the closing price of Cephalon stock on July 14, 2000 of
$66 per share, the total equity value of the transaction is approximately
$444 million, or $31.45 per Anesta share. As part of the transaction, Anesta
has agreed to a termination fee of $15 million, which is payable under certain
conditions.
The boards of directors of both companies have unanimously approved the
proposed merger, which is subject to the approval of Anesta shareholders,
regulatory agencies and customary closing conditions. The merger is expected
to be completed during the fourth quarter of 2000. Under the terms of the
merger agreement, Anesta will become a wholly owned subsidiary of Cephalon.
Cephalon chairman and CEO Frank Baldino, Jr., Ph.D., stated, "We believe
the combination of Cephalon and Anesta will shorten Cephalon's time to
profitability and enable shareholders of both companies to realize continued
long-term growth through ownership of Cephalon shares. Anesta markets
ACTIQ(R), a unique and rapidly growing product for breakthrough cancer pain,
and has a highly capable and recently expanded U.S. sales force. Merging with
Anesta will give Cephalon another high-growth product, complete our commercial
integration in oncology and enable us to apply Anesta's novel drug delivery
technology to the development of new products in both oncology and neurology."
Anesta president and CEO Thomas King stated, "We believe a merger with
Cephalon will provide significant benefits to our shareholders and customers.
Cephalon is a leader in neuroscience and has developed a strong research and
development capability in oncology that fits perfectly with our drug
development and oncology marketing focus. We expect the combination of our
pipelines, products and organizations will create a stronger company with
greater opportunities for clinical and commercial success."
Three Key Products in the U.S., Stronger Pipeline
The combined company will have three key marketed products in the United
States: PROVIGIL(R) (modafinil) Tablets [C-IV] is marketed for the treatment
of excessive daytime sleepiness associated with narcolepsy, and is being
developed for other potential uses; ACTIQ(R) (oral transmucosal fentanyl
citrate) is marketed for the treatment of breakthrough cancer pain, and
pending regulatory clearance will be launched in Europe through licensees
Elan, Grupo Ferrer, Laboratoire Lafon and Swedish Orphan; GABITRIL(R)
(tiagabine hydrochloride) is marketed under a co-marketing and co-development
agreement with Abbott Laboratories for the adjunctive treatment of partial
seizures associated with epilepsy.
The combined company will have a broader pipeline of products in clinical
development, including new chemical entities to treat cancer and
neurodegenerative diseases, as well as new pharmaceutical products using its
patented oral transmucosal system (OTS(TM)), which is designed to provide
convenient, cost-effective therapy with rapid onset of action and
patient-controlled administration.
Anesta is a leader in the development of new oral transmucosal
pharmaceutical products. In addition to its lead product, ACTIQ, the company
has other investigational product candidates in clinical development
including: OTS(TM) nicotine for smoking cessation, OTS fentanyl for acute pain
management, OTS etomidate for short-acting sedation, OTS piroxicam for mild to
moderate pain, OTS droperidol and OTS prochlorperazine for nausea and
vomiting, and OTS scopolamine for motion sickness.
Cephalon, Inc., headquartered in West Chester, Pennsylvania, is an
international biopharmaceutical company dedicated to the discovery,
development and marketing of products to treat sleep disorders, neurological
disorders and cancer.
Dr. Baldino and Mr. King will discuss the proposed merger with analysts
and investors on a conference call beginning at 10:00 am EST. To participate
in the call, dial 1-913-981-4900 and refer to Conference Code Number 447475.
In addition to historical facts or statements of current condition, this
press release may contain forward-looking statements that involve risks and
uncertainties. The companies describe certain of these risks and
uncertainties in their respective filings with the Securities and Exchange
Commission, including their respective Annual Reports on Form 10-K (including
the section entitled "Risk Factors" contained in Cephalon's Form 10-K), their
most recent quarterly reports on Form 10-Q and their Current Reports on Form
8-K. These risks and uncertainties could cause the companies' actual results
and experience to differ materially from anticipated results and expectations
expressed in these forward-looking statements. You may identify some of these
forward-looking statements by the use of words in the statements such as
"anticipate," "estimate," "expect," "project," "intend," "plan," "believe" or
words and terms of similar meaning. The forward-looking statements in this
document include, but are not limited to, statements regarding the timing of
the merger and its impact on revenue, growth, earnings and shareholder value,
the accounting treatment for the merger, the development of pharmaceutical
products, and future financial and operating results. Actual results may
differ materially from those described herein due to a number of factors
including the ability to obtain all necessary consents and approvals to the
merger; unanticipated costs related to the merger; risks related to the timing
and successful integration of the combined businesses; and other economic,
business, competitive and/or regulatory factors affecting Cephalon's and
Anesta's businesses generally. Given these risks and uncertainties, any or
all of these forward-looking statements may prove to be incorrect. Therefore,
you should not rely on any such factors or forward-looking statements.
Furthermore, the companies do not intend (and are not obligated) to update
publicly any forward-looking statements. This discussion is permitted by the
Private Securities Litigation Reform Act of 1995.
The foregoing may be deemed to be offering materials of Cephalon, Inc. in
connection with the proposed merger of Cephalon, Inc. and Anesta Corp. on the
terms and conditions in the Agreement and Plan of Merger, dated as of July 14,
2000, among Cephalon, Inc., C Merger Sub Inc., and Anesta Corp.
STOCKHOLDERS OF ANESTA AND OTHER INVESTORS ARE URGED TO READ THE PROXY
STATEMENT/PROSPECTUS THAT WILL BE INCLUDED IN THE REGISTRATION STATEMENT ON
FORM S-4 THAT CEPHALON WILL FILE WITH THE SEC IN CONNECTION WITH THE PROPOSED
MERGER BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT CEPHALON, ANESTA,
THE MERGER, THE PERSONS SOLICITING PROXIES IN THE MERGER AND THEIR INTERESTS
IN THE MERGER AND RELATED MATTERS. After it is filed with the SEC, the proxy
statement/prospectus will be available free of charge, on the SEC's web site
(http://www.sec.gov), or by directing a written or oral request for copies to
either John E. Osborn, Senior Vice President, General Counsel and Secretary,
Cephalon Inc., 145 Brandywine Parkway, West Chester, PA 19380 (610-344-0200)
or Roger Evans, Vice President, Finance and Administration, Anesta Corp.,
4745 Wiley Post Way, Salt Lake City, UT 84116 (801-595-1405).
Cephalon and Anesta also file annual, quarterly and special reports, proxy
statements and other information with the SEC. You may read and copy any
reports, statements or other information filed by either company at the SEC's
public reference rooms at 450 Fifth Street, N.W., Washington, DC 20549 or at
the SEC's other public reference rooms in New York, New York and Chicago,
Illinois. These filings are also available on the SEC's web site at
sec.gov .
NOTE: Cephalon's and Anesta's press releases are posted on the Internet
at the companies Web sites at cephalon.com and anesta.com . They are
also available by fax 24 hours a day at no charge by calling PR Newswire's
Company News On-Call at 800-758-5804, extension 134563. |
