CPEX Receives Letter from Athyrium Capital Management
04 Marzo 2011 - 11:27AM
Business Wire
CPEX Pharmaceuticals, Inc. (NASDAQ: CPEX) today received a
letter from Athyrium Capital Management, LLC in response to recent
incomplete and inaccurate statements by Mangrove Partners. The text
of the letter follows.
Jeffrey Ferrell Athyrium Capital Management, LLC 126 East
56th Street New York, NY 10022 March 4, 2011 The
Board of Directors CPEX Pharmaceuticals, Inc. 2 Holland Way Exeter,
NH 03833 Dears Sirs: The March 2, 2011 letter by
Nathaniel August to the Board of Directors for CPEX
Pharmaceuticals, Inc. (the "Company"), which was included in the
Schedule 13D filed by The Mangrove Partners Fund, L.P., Mangrove
Partners, Mangrove Capital and Nathaniel August (the "Letter"), is
an incomplete and inaccurate description of the conversation
between Jeffrey Ferrell of Athyrium Capital Management and Mr.
August. The Letter does not reflect the views of Athyrium Capital
Management. Athyrium has no interest in funding a recapitalization
for CPEX and is fully committed to its lending agreement with FCB I
LLC. In light of the foregoing, Athyrium intends to have no further
contact with Mangrove or any other shareholder regarding the
proposed merger transaction or any alternative financing
transaction for the Company in lieu of the proposed merger
transaction. Sincerely,
Jeffrey Ferrell
About CPEX Pharmaceuticals, Inc.
CPEX Pharmaceuticals, Inc. is an emerging specialty
pharmaceutical company focused on the development, licensing and
commercialization of pharmaceutical products utilizing CPEX’s
validated drug delivery platform technology. CPEX has U.S. and
international patents and other proprietary rights to technology
that facilitates the absorption of drugs. CPEX has licensed
applications of its proprietary CPE-215® drug delivery technology
to Auxilium Pharmaceuticals, Inc. which launched Testim, a topical
testosterone gel, in 2003. CPEX maintains its headquarters in
Exeter, NH. For more information about CPEX, please visit
www.cpexpharm.com.
ADDITIONAL INFORMATION AND WHERE TO FIND
IT
CPEX has filed with the Securities and Exchange Commission (the
“SEC”) and furnished to its stockholders a definitive proxy
statement in connection with the proposed transaction with FCB (the
“Definitive Proxy Statement”). This communication may be deemed to
be solicitation material in respect of the merger with FCB.
Investors and security holders of CPEX are urged to read the
Definitive Proxy Statement and the other relevant materials (when
they become available) because such materials will contain
important information about CPEX and the proposed transaction with
FCB. The Definitive Proxy Statement and other relevant materials
(when they become available), and any and all other documents filed
by CPEX with the SEC, may be obtained free of charge at the SEC’s
website at www.sec.gov. In addition,
investors and security holders may obtain free copies of the
documents CPEX files with the SEC by directing a written request to
CPEX Pharmaceuticals, Inc., 2 Holland Way, Exeter, NH 03833,
Attention: Chief Financial Officer. Copies of CPEX’s filings with
the SEC may also be obtained at the “Investors” section of CPEX’s
website at www.cpexpharm.com/investor.htm.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE
PROXY STATEMENT AND THE OTHER RELEVANT MATERIALS (WHEN THEY BECOME
AVAILABLE) BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH
RESPECT TO THE PROPOSED TRANSACTION WITH FCB.
CPEX and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from the security
holders of CPEX in connection with the proposed transaction with
FCB. Information about those directors and executive officers of
CPEX, including their ownership of CPEX securities, is set forth in
the Definitive Proxy Statement (filed with the SEC on February 4,
2011) and in the proxy statement for CPEX’s 2010 Annual Meeting of
Stockholders (filed with the SEC on April 9, 2010), as supplemented
by other CPEX filings with the SEC. Investors and security holders
may obtain additional information regarding the direct and indirect
interests of CPEX and its directors and executive officers in the
proposed transaction with FCB by reading the proxy statements and
other public filings referred to above.
SAFE HARBOR FOR FORWARD-LOOKING
STATEMENTS
Certain items in this document may constitute forward-looking
statements within the meaning of the “safe harbor” provisions of
the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve certain risks and uncertainties
that could cause actual results to differ materially from those
indicated in such forward-looking statements, including, but not
limited to: the proposed transaction with FCB; the actions,
interests, analyses and propositions of Mangrove and Nathaniel
August; the risks associated with and sales of Testim; the
performance of CPEX; the benefits of the proposed transaction with
FCB and such other risks and uncertainties as are detailed in
CPEX’s Annual Report on Form 10-K filed with the SEC on March 29,
2010, and in the other reports that CPEX periodically files with
the SEC. Copies of CPEX’s filings with the SEC may be obtained by
the methods described above. CPEX cautions investors not to place
undue reliance on the forward-looking statements contained in this
document or other filings with the SEC.
The statements in this document reflect the expectations and
beliefs of CPEX’s management only as of the date of this document
and subsequent events and developments may cause these expectations
and beliefs to change. CPEX undertakes no obligation to update or
revise these statements, except as may be required by law. These
forward-looking statements do not reflect the potential impact of
any future dispositions or strategic transactions, including the
proposed transaction with FCB, that may be undertaken. These
forward-looking statements should not be relied upon as
representing CPEX’s views as of any date after the date of this
document.
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