Cephalon Inc. and Zeneus Holdings have signed a definitive purchase agreement under which Cephalon will acquire all of the outstanding share capital of Zeneus Holdings for approximately $360 million in cash.

Zeneus Holdings is the parent company of Zeneus Pharma Limited. The transaction is expected to close no later than early in the first quarter of 2006. Cephalon expects the transaction to generate approximately $100 million in additional sales next year and to be neutral to earnings in 2006 and accretive to earnings thereafter.

According to a company release, the transaction will accelerate Cephalon's entry into the European oncology market with several commercialised products, including Myocet (liposomal doxorubicin), a cardio-protective chemotherapy agent used to treat late-stage breast cancer; Targretin (bexarotene), a treatment for cutaneous T-cell lymphoma; and Abelcet (amphotericin B lipid complex), an anti-fungal treatment. Zeneus has 12 other marketed products as well as several investigational compounds in early- or late-stage development.

With this acquisition, Cephalon will add offices in Spain and Italy and bolster its existing presence in France, Germany and the United Kingdom, which represent Europe's five largest pharmaceutical markets

"This agreement will significantly expand our product portfolio in Europe and is consistent with our strategy and recent transactions in the United States that create a platform from which we will grow our oncology business. Zeneus Pharma is an excellent strategic fit for our company," said Frank Baldino, chairman and CEO of Cephalon.

Steven Harris, CEO of Zeneus Pharma, said, "This transaction highlights the quality of the Zeneus product portfolio and the strength of its European marketing infrastructure. Since formation of Zeneus in early 2004, we have created significant value in the business. This combination with Cephalon is compelling and will create a major pharmaceutical force in Europe."

Founded in 1987, Cephalon, Inc. is an international biopharmaceutical company dedicated to the discovery, development and marketing of innovative products to treat sleep and neurological disorders, cancer and pain.