CARY, North Carolina
September 16, 2013
Chiesi Farmaceutici S.p.A. ("Chiesi"), a leading European pharmaceutical company, and Cornerstone Therapeutics Inc. (NASDAQ: CRTX) ("Cornerstone"), a specialty pharmaceutical company focused on commercializing products for the U.S. hospital and adjacent specialty markets, today announced that the special committee of the Cornerstone Board of Directors, as well as the boards of directors of both companies, have approved a definitive merger agreement under which Chiesi will acquire all of the outstanding common shares of Cornerstone for
per share in cash. Chiesi currently owns 58% of Cornerstone's outstanding common shares.
The transaction represents a premium of approximately 78% over Cornerstone's closing price of
February 15, 2013
, the last trading day prior to Chiesi's initial written proposal, and a premium of approximately 42% to the high end of the range of Chiesi's initial proposal.
The transaction advances Chiesi's initiative to build a larger global presence and represents a significant step towards strengthening its presence in
the United States
. The acquisition creates a foundation for new projects in special care and respiratory disorders and will provide a sales channel on all products Chiesi intends to commercialize in the U.S. Through this transaction, Chiesi will become a bigger player in special care in the U.S., the world's largest market for this type of care (approximately 50% of projects in orphan drugs originate in the U.S.). Chiesi has a strong product pipeline, including highly promising molecules for the treatment of respiratory and rare diseases, and will continue to develop its pipeline as it consolidates its presence in the U.S.
The transaction positions Cornerstone for long-term growth and development as a private company and affords a level of financial flexibility required to enhance Cornerstone's product pipeline, strengthen its marketing network and allow it to capitalize on additional opportunities to acquire high-quality respiratory products.