CPEX Completes Sale to FCB I Holdings
April 05 2011 - 4:39PM
Business Wire
CPEX Pharmaceuticals, Inc. (NASDAQ: CPEX) today announced that
it has completed its previously announced sale to FCB I Holdings
Inc. (“FCB”) for $27.25 per share in cash. Stockholders approved
the merger agreement between CPEX and FCB at a special meeting of
stockholders held on March 24, 2011.
The transaction price represents 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 CPEX, and a premium of approximately 12% over the
60-trading day average closing price of CPEX’s shares on the date
prior to the announcement of the merger with FCB.
“We are pleased to complete this value maximizing transaction
and appreciate the support of our stockholders, employees and
partners since the Company’s inception in 2008,” said John A.
Sedor, CPEX President and Chief Executive Officer.
As a result of the transaction, CPEX’s stock ceased trading on
the NASDAQ at close of market today.
RBC Capital Markets, LLC and Goodwin Procter LLP served 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 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.
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 CPEX’s definitive
proxy statement filed with the Securities and Exchange Commission
(the “SEC”) on February 4, 2011, 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 previously disclosed.
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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