An investor in Cephalon, Inc. (NASDAQ:CEPH) filed a lawsuit in effort to force the board of directors of Cephalon Inc. to engage with Valeant Pharmaceuticals Intl, Inc. to take over Cephalon, Inc.
According to the complaint the plaintiff alleges the defendants breached their fiduciary duty by failing to put even a minimum effort to evaluate the offer or engage in negotiations to maximize the sale price for Cephalon.

On Tuesday, March 29, 2011, Cephalon, Inc. (Nasdaq: CEPH) confirmed that it received an unsolicited proposal from Valeant Pharmaceuticals International, Inc on March 18th to acquire Cephalon 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. Then on March 29th, Valeant announced an unsolicited proposal to acquire all of the outstanding shares in the Company for $73 per share.

Valeant Pharmaceuticals International, Inc. (NYSE: VRX) said that the proposal represents a premium of approximately 29% over Cephalon's 30-day trading average. Valeant Pharmaceuticals even publicly stated that it might increase its offer if it was provided with due diligence.

The plaintiff claims the board has refused to provide Valenat Pharmaceuticals with any due diligence, but on the contrary took actions to make clear that the Cephalon Board had no interest in a good faith evaluation of the proposed transaction. The plaintiff says prior to March 29, 2011 Valeant already had privately approached the Cephalon management and its board to attempt to negotiate a transaction on a friendly bases but the Cephalon Board demonstrated at each turn its complete lack of interest in a proposed transaction and refused to even test the waters to see what the maximum price might be paid by Valeant or another possible acquirer.