PARMA, Italy and CARY, N.C., Feb. 4, 2014 /PRNewswire/ -- 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 Chiesi has acquired all of the outstanding common shares of Cornerstone not already owned by Chiesi for $9.50 per share in cash. Prior to completing the transaction, Chiesi owned 58% of Cornerstone's outstanding shares.
"We are pleased to announce the completion of this transaction, which expands Chiesi's global presence and represents a significant step towards strengthening our exposure in the United States," said Ugo Di Francesco, Chief Executive Officer of Chiesi. "As a private company, and with the additional support of Chiesi, Cornerstone now has more flexibility to build upon its product pipeline and strengthen its marketing and licensing and business development networks across the globe. We are committed to continuing our important progress in the respiratory, hospital products, and special care areas, and we look forward to providing increased opportunities and benefits to Cornerstone employees and patients."
"The close of this transaction marks the start of the next chapter here at Cornerstone Therapeutics and we look forward to joining Chiesi," said Craig A. Collard, Cornerstone's Chief Executive Officer. "This merger presents many benefits for Cornerstone and its employees as we will be better positioned to more rapidly expand our product offerings, U.S. footprint, and expertise within the hospital and related specialty markets."
The transaction was completed following the approval of the holders of a majority of Cornerstone's stockholders, as required under Delaware law, as well as a majority of stockholders other than Chiesi and other than Cornerstone's officers and directors, as separately required under the merger agreement, at a special meeting of the Cornerstone stockholders held on Monday, February 3, 2014. Letters of transmittal allowing Cornerstone's stockholders of record to deliver their shares to the paying agent in exchange for payment of the merger consideration are expected to be distributed shortly.As a result of the completion of the transaction, the common stock of Cornerstone is no longer listed for trading on the NASDAQ Stock Exchange, effective prior to the open of trading on Tuesday, February 4, 2014.