CPEX Pharmaceuticals Advises Stockholders to Take No Action at This Time in Response to Mangrove Partners’ Revised Proposal
17 Marzo 2011 - 7:19AM
Business Wire
CPEX Pharmaceuticals, Inc. (NASDAQ: CPEX) today confirmed that
it has received an unsolicited, non-binding letter from Mangrove
Partners (the “Revised Mangrove Letter”) revising the terms of the
potential alternative transaction involving a recapitalization of
CPEX that Mangrove had initially proposed on March 14, 2011. CPEX
noted that two of Mangrove’s original proposed financing sources
are not party to the Revised Mangrove Letter. Consistent with its
fiduciary duties and the merger agreement with FCB I Holdings Inc.
(“FCB”), CPEX’s Board of Directors will review the terms of the
Revised Mangrove Letter as soon as practicable. The Revised
Mangrove Letter requires no action by CPEX stockholders at this
time. Until the Board’s review is complete, CPEX does not intend to
comment further on the Revised Mangrove Letter.
As announced in a separate press release today, the CPEX Board
had previously determined not to pursue discussions with Mangrove
after the Board’s review of the potential alternative transaction
proposed by Mangrove on March 14.
As announced on January 4, 2011, CPEX has entered into a
definitive agreement with FCB under which FCB will acquire all of
the outstanding common stock of CPEX for $27.25 per share in cash.
The FCB transaction price represents a premium of 11% over the
closing stock price of CPEX on Monday, January 3, 2011 and a 142%
premium over the price of CPEX shares on January 7, 2010, the day
prior to the date a third party publicly stated its intention to
make an unsolicited offer for the Company. CPEX is scheduled to
hold a special meeting of stockholders on March 24, 2011 to vote on
the FCB merger agreement.
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 performance of
CPEX; the benefits of the proposed transaction with FCB and such
other risks and uncertainties as are detailed in the Definitive
Proxy Statement, 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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