Attached files
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8-K - FORM 8-K - CPEX Pharmaceuticals, Inc. | b84019e8vk.htm |
EX-4.1 - EX-4.1 - CPEX Pharmaceuticals, Inc. | b84019exv4w1.htm |
EX-2.1 - EX-2.1 - CPEX Pharmaceuticals, Inc. | b84019exv2w1.htm |
EX-10.1 - EX-10.1 - CPEX Pharmaceuticals, Inc. | b84019exv10w1.htm |
Exhibit 99.1
Investor Contacts:
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Press Contacts: | |||
Bob Hebert
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Andrew Cole/Chris Kittredge | |||
Chief Financial Officer
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Sard Verbinnen & Co | |||
CPEX Pharmaceuticals, Inc.
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212.687.8080 | |||
603.658.6100 |
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Amy Bilbija |
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MacKenzie Partners |
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650.798.5206 |
CPEX to Be Acquired by FCB I Holdings Inc. for $27.25 Per Share in Cash
Exeter,
NH, January 4, 2011 CPEX Pharmaceuticals, Inc. (NASDAQ: CPEX) announced
today that it has entered into a definitive agreement with FCB I Holdings Inc. (FCB), a newly
formed company which is controlled by Footstar Corporation, under which FCB, through a wholly-owned
subsidiary, will acquire all of the outstanding common stock of CPEX for $27.25 per share in cash.
The 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. The transaction was unanimously approved by the CPEX Board of Directors.
This transaction is the result of the CPEX Boards comprehensive review of our strategic
alternatives to maximize shareholder value, John A. Sedor, CPEX President and Chief
Executive Officer. After engaging with multiple parties during the review process, it was
clear that this agreement was the most compelling outcome for our shareholders, delivering them
significant and immediate value. We look forward to closing the transaction in the second quarter
of 2011.
The transaction is subject to the receipt of CPEX shareholder approval and satisfaction of
other customary closing conditions, provided, the closing of the transaction may not occur prior to
April 4, 2011. Certain of CPEXs directors and employees, who currently own an aggregate of
approximately 19.6% of the outstanding CPEX shares, have agreed to vote their shares in favor of
the transaction and recommend that all CPEX shareholders approve the transaction. FCB will fund the
acquisition from a combination of various equity and debt financing sources.
Footstar Corporation, a wholly-owned subsidiary of Footstar, Inc., a public company, holds an
80.5% equity interest in FCB.
RBC Capital Markets, LLC and Goodwin Procter LLP are serving as financial and legal advisors,
respectively, to CPEX.
About CPEX Pharmaceuticals, Inc.
CPEX Pharmaceuticals, Inc. is an emerging specialty pharmaceutical company focused on the
development, licensing and commercialization of pharmaceutical products utilizing CPEXs 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.
IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE SEC
CPEX plans to file with the Securities and Exchange Commission (the SEC) and furnish to its
stockholders a proxy statement in connection with the proposed transaction with FCB. Investors and
security holders of CPEX are urged to read the proxy statement and the other relevant materials
when and if they become available because such materials will contain important information about
CPEX, FCB and the proposed transaction. The 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 SECs 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, NH03833, Attention: Chief Financial
Officer. Copies of CPEXs filings with the SEC may also be obtained at the Investors section of
CPEXs website at www.cpexpharm.com.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE OTHER RELEVANT
MATERIALS WHEN THEY BECOME AVAILABLE BEFORE MAKING ANY VOTING OR INVESTMENT DECISION WITH RESPECT
TO THE PROPOSED TRANSACTION.
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. Information about those directors and executive officers of CPEX, including their
ownership of CPEX securities, is set forth in the proxy statement for CPEXs 2010 Annual Meeting of
Stockholders, which was 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 by reading the proxy statement 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; the ability to satisfy the closing conditions set forth in
the merger agreement, including obtaining stockholder approval and those conditions related to
regulatory approvals; the ability of the parties to consummate the proposed transaction and such
other risks and uncertainties as are detailed in CPEXs 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 CPEXs
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 CPEXs 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, that may be
undertaken. These forward-looking statements should not be relied upon as representing CPEXs views
as of any date after the date of this document.
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