CPEX Stockholders Approve $27.25 Per Share Merger Agreement with FCB I Holdings
25 March 2011 - 12:21AM
Business Wire
CPEX Pharmaceuticals, Inc. (NASDAQ: CPEX) today announced that,
based on the vote count certified by the independent inspector of
election, IVS Associates, Inc., stockholders have approved the
Company’s proposed merger agreement with FCB I Holdings Inc.
(“FCB”) at the special meeting of stockholders held today.
“We are pleased that CPEX stockholders have recognized the
merits of this value-maximizing transaction, and we appreciate
their support,” said James R. Murphy, Chairman of the Board of
CPEX. “We look forward to completing the transaction in the next
few weeks.”
As previously announced, CPEX and FCB entered into a definitive
merger agreement on January 4, 2011, under which FCB will acquire
all of the outstanding common stock of CPEX for $27.25 per share in
cash. 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.
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 the Definitive
Proxy Statement, 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 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 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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