Endo Pharmaceuticals Holdings Inc. Prices Private Offering of Convertible Senior Subordinated Notes

CHADDS FORD, PA, Apr 10 (MARKET WIRE) --
Endo Pharmaceuticals Holdings Inc. (NASDAQ: ENDP) today announced the
pricing of its offering of $345 million aggregate principal amount of 1.75%
convertible senior subordinated notes due 2015 to qualified institutional
buyers in accordance with Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act"). In addition, Endo announced that the initial
purchasers have exercised in full their option to purchase up to an additional
$34.5 million in aggregate principal amount of notes to cover overallotments,
resulting in the sale of $379.5 million total aggregate principal amount of
notes in the offering. The coupon on the notes will be 1.75% per year on the
principal amount from April 15, 2008, payable semi-annually in arrears. Endo
will be permitted to deliver cash, shares of Endo common stock or a combination
of
cash and shares, at Endo's election, to satisfy any future conversions of the
notes.It is Endo's current intent to settle the principal amount of any
conversion
consideration in cash. The initial conversion rate for the notes will be
approximately 34.2466 shares of Endo common stock per $1,000 principal amount of
notes, which is equivalent to the initial conversion price of $29.20 per share
of
common stock and represents a 17.5% conversion premium over the last reported
sale
price of Endo's common stock on April 9, 2008, which was $24.85 per share. The
conversion rate and the conversion price will be subject to adjustment in
certain
events, such as distributions of dividends or stock splits. The transaction
is expected to close on or about April 15, 2008, subject to the satisfaction
of various customary closing conditions.

Interest on the notes will be payable semiannually in arrears on April 15
and October 15 of each year, beginning October 15, 2008. The notes will mature
on April 15, 2015, unless previously converted or repurchased in accordance
with their terms prior to such date. The notes will be Endo's unsecured
obligations, will be subordinated to any senior debt Endo may incur and will
rank equally with any future senior subordinated debt. The notes are not
redeemable by Endo prior to the maturity date.

In order to reduce the potential dilution of Endo's common stock upon future
conversion of the notes, Endo has entered into a convertible note hedge
transaction with a financial institution that is an affiliate of the initial
purchasers of the notes. Endo has also entered into a separate warrant
transaction
with the same counterparty. In the event the price of Endo's common stock at
exercise exceeds $40.00 per share, which is approximately 61% higher than
the closing price of Endo's common stock on April 9, 2008, the warrant
transaction will have a dilutive effect on Endo's earnings per share.

In addition to entering into the convertible note hedge and warrant
transactions,
Endo has also entered into a privately-negotiated accelerated share
repurchase agreement with the same counterparty. The share repurchase
agreement is part of a broader share repurchase program approved by the Endo
Board of Directors on April 9, 2008, which authorizes Endo to repurchase up
to $750 million of shares of its outstanding common stock over the next two
years. The program does not obligate Endo to acquire any particular amount
of common stock. The accelerated share repurchase agreement obligates the
counterparty to deliver approximately 11.9 million shares of Endo common
stock to Endo on the day that the note offering closes and obligates Endo to
payapproximately $325 million to the counterparty on the same day. Endo may
subsequently receive additional shares from the counterparty depending on
the volume weighted average price of Endo's common stock during a
specifiedaveraging period or, in certain limited circumstances, Endo may be
requiredto deliver shares to the counterparty.

Endo intends to use a portion of the net proceeds of the offering to pay the
estimated $57 million cost of the convertible note hedge transaction that it
entered
into in connection with the offering, taking into account the proceeds to Endo
from the warrant transaction, and to use the balance of the net proceeds of the
offering, together with $14 million of cash on hand, to repurchase a
variable number of shares of its common stock pursuant to the accelerated share
repurchase agreement entered into as part of Endo's broader share repurchase
program.

The notes and the shares of common stock underlying the notes have not
beenregistered under the Securities Act, or any applicable state securities
laws, and
will be offered only to qualified institutional buyers pursuant to Rule 144A
promulgated under the Securities Act. Unless so registered, the notes may not be
offered or sold in the United States except pursuant to an exemption from the
registration requirements of the Securities Act and applicable state
securities laws.

This press release shall not constitute an offer to sell or the solicitation
of an offer to buy these securities, nor shall there be any sale of these
securities in any state in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any state.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Securities Exchange Act
of
1934, as amended (the "Exchange Act"). These forward-looking statements include
the following: (i) Endo's expectations regarding the closing of the offering on
or
about April 15, 2008; (ii) Endo's intention regarding the use of the net
proceeds of the offering; and (iii) the potential impact of the convertible
note hedge and warrant transactions and the accelerated share repurchase
agreement on the price of Endo's common stock and earnings per share. These
statements are subject to known and unknown risks, uncertainties and other
factors which may cause actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. You should
understand that these statements are not guarantees of performance or results
and are preliminary in nature. Statements preceded by, followed by or that
otherwise
includethe words "believes," "expects," "anticipates," "intends," "projects,"
"estimates,"
"plans," "will," "may" or similar expressions are generally forward-looking in
nature and not historical facts. You should consider the areas of risk
described
under the heading "Forward-Looking Statements" and "Risk Factors" in Endo's
periodic
reports filed with the Securities and Exchange Commission under the Exchange
Act and those risk factors included as "Item 1A. Risk Factors" in Endo's Annual
Report on Form 10-K for the year ended December 31, 2007, as updated by the
risk factors set forth in any subsequent filing by Endo with the Securities
and Exchange Commission, in connection with any forward-looking statements that
may
be made by Endo generally. Except for ongoing obligations to disclose material
informationunder the federal securities laws, Endo undertakes no obligation to
releasepublicly any updates or revisions to any forward-looking statements, to
report events or to report the occurrence of unanticipated events unless
required by law.

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