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EX-99.2 - EX-99.2 - CPEX Pharmaceuticals, Inc. | b85584exv99w2.htm |
EX-99.1 - EX-99.1 - CPEX Pharmaceuticals, Inc. | b85584exv99w1.htm |
8-K - FORM 8-K - CPEX Pharmaceuticals, Inc. | b85584e8vk.htm |
Exhibit 99.3
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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212.929.5802 |
CPEX PHARMACEUTICALS ADVISES STOCKHOLDERS TO TAKE NO ACTION
AT THIS TIME IN RESPONSE TO MANGROVE PARTNERS PROPOSAL
AT THIS TIME IN RESPONSE TO MANGROVE PARTNERS PROPOSAL
Exeter, NH, March 15, 2011 CPEX Pharmaceuticals, Inc. (NASDAQ: CPEX) today
confirmed that it has received an unsolicited, non-binding letter from Mangrove Partners regarding
a potential alternative transaction involving a recapitalization of CPEX (the Mangrove Letter).
CPEX has also said that its Board of Directors will review the terms of the Mangrove Letter as soon
as practicable in a manner consistent with its duties and the merger agreement with FCB I Holdings
Inc. (FCB). The Mangrove Letter requires no action by CPEX stockholders at this time. Until the
Boards review is complete, CPEX does not intend to comment further on the Mangrove Letter.
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 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.
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 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, NH 03833, 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/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 CPEXs 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 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 with FCB,
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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