Cephalon

(CEPH)

has offered to acquire

Cima Labs

(CIMA)

as an alternative to Cima's planned merger with

aaiPharma

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(AAII)

, Cima said.

In a letter to Cima Thursday, Cephalon proposed that it acquire all of Cima's outstanding shares for $26 a share in cash.

On Aug. 5, Cima announced that it would merge with aaiPharma. The new company planned to focus on products mainly within the pain-management and gastrointestinal categories. Under the terms of the transaction, each share of aaiPharma common stock would be exchanged for 1 share of the new company's common stock. Each share of Cima common stock would be exchanged for 1.3657 shares of the new company's common stock.

Cima said its board of directors and advisers will meet to discuss the potential merger with Cephalon. Cima develops and manufactures prescription and over-the-counter products using orally disintegrating drug-delivery technologies.

Cima also noted in a press release that its agreement with aaiPharma doesn't permit it to enter into negotiations with Cephalon concerning a proposed alternative transaction unless the Cima board of directors concludes that the proposed transaction is more favorable to the Cima stockholders than the transaction with aaiPharma.

Shares of Cephalon were down $1.74, or 3.9%, at $43.12 in morning trading, while aaiPharma's shares were down 73 cents, or 4.2%, at $16.56. Shares of Cima were up $3.42, or 14.5%, at $27.