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 Board’s
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 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.
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 SEC’s
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 CPEX’s filings with the SEC may also
be obtained at the "Investors” section of CPEX’s 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 CPEX’s 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 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.
