After Valeant Pharmaceuticals Intl, Inc. announced it intended to take over Cephalon, Inc. at $73 per CEPH share an investigation on behalf of investors in Cephalon, Inc. (NASDAQ:CEPH) concerning possible breaches of fiduciary duty was announced.

The investigation by a law firm concerns whether certain directors and officers at Cephalon, Inc. or others breached or will breach their fiduciary duties in connection with proposed takeover.

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.

However, Cephalon financial performed exceptionally well for its investors. Cephalons 12months Total Revenue increased from $1.772billion in 2007 to $2.811billion in 2010. Its Net Income rose from a Net Loss of $226.43million in 2007 to a Net Income of $425.75million in 2010. In addition shares of Cephalon, Inc. traded in the past above the current offer. CEPH shares increased in the beginning of 2006 to over $82 per share. In 2007 CEPH shares increased to $83.86 in June, in September 08 CEPH shares traded as high as $79.88 per share, during February 2009 CEPH shares reached as high as $78.86 per share, and traded in March 2010 as high as $70.18 per share, leaving certain investors with only a meager to no premium.

Therefore the investigation monitors and concerns whether the Cephalon Board of Directors will undertake an adequate and fair sales process to obtain the maximized consideration for all shareholders of Cephalon, Inc. (NASDAQ:CEPH) and breach their fiduciary duties to Cephalon (CEPH) investors by failing to adequately shop the Company before entering into any transaction. The investigation concerns also whether Valeant Pharmaceuticals Intl.would underpay for NASDAQ:CEPH shares, thus unlawfully harming CEPH investors. A potential class action lawsuit would seek to maximize the amount of money and information for NASDAQ CEPH stockholders would receive in a buyout, so the law firm.