CPEX Advises Stockholders to Vote Today for the All-Cash, Premium FCB Transaction
March 21 2011 - 10:56AM
Business Wire
CPEX Pharmaceuticals, Inc. (NASDAQ: CPEX) today advised
stockholders to vote now FOR the all-cash, premium merger agreement
with FCB I Holdings Inc. (“FCB”). Stockholders will receive $27.25
per share if the merger agreement is approved. The special meeting
of stockholders to approve the transaction is being held on March
24, 2011. Stockholders should not delay in voting FOR the
transaction.
CPEX urges stockholders to consider the following regarding the
FCB transaction:
- Certainty of Value – The fully
financed merger agreement represents the most compelling
opportunity for stockholders to immediately and with certainty
realize maximum after-tax value for their shares.
- Significant Premium – 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 the
Company, and a premium of approximately 12% over the 60-trading day
average closing trading price of CPEX’s shares on the date prior to
the announcement of the merger.
- Support From The Leading Independent
Proxy Advisory Firm – The independent proxy firm ISS Proxy
Advisory Services (“ISS”) recommends that stockholders approve the
merger agreement with FCB. In particular, ISS recommended that CPEX
stockholders vote FOR the merger agreement with FCB based on its
“premium to shareholders,” “thorough exploration of strategic
alternatives” and “certainty of value from the all-cash
consideration.”
- Comprehensive and Rigorous Review
Process of All Strategic Alternatives – The proposed
transaction with FCB is the result of an exhaustive eight-month
review process during which the CPEX Board – which consists
of four independent directors out of a total of five –
considered all strategic options to maximize value for
stockholders. As a result of its thorough analysis, and in
consultation with its financial and legal advisors, the Board
unanimously concluded that the FCB transaction represents the most
compelling opportunity for stockholders to immediately receive a
substantial premium for their CPEX shares.
EACH STOCKHOLDER’S VOTE IS IMPORTANT NO
MATTERHOW MANY SHARES THEY OWN
While the special meeting of stockholders will be held on March
24, 2011, stockholders can vote at any time FOR the merger
agreement with FCB. Adoption and approval of the transaction
requires the affirmative vote of a majority of the outstanding
shares of CPEX common stock entitled to vote at the special
meeting. Therefore, failure to vote will have the same effect as a
vote against the adoption of the merger agreement. Whether or not
stockholders are able to attend the special meeting in person,
stockholders should follow the instructions on the form of proxy
mailed to them and submit their proxy via the Internet or by
telephone, or complete, sign and date the proxy and return it in
the envelope provided as soon as possible. If stockholders have
Internet access, they are encouraged to record their vote via the
Internet. This action will not limit stockholders’ rights to vote
in person at the special meeting.
If stockholders have any questions or need assistance voting
their shares, they should contact MacKenzie Partners, Inc., the
Company’s proxy solicitor, at (800) 322-2885 or (212) 929-5500
(call collect) or at cpex@mackenziepartners.com.
Permission to use quoted material was neither sought nor
obtained.
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.
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