NEW YORK, February 4, 2014: Chiesi Farmaceutici S.p.A., a leading European pharmaceutical company, and Cornerstone Therapeutics Inc., a specialty pharmaceutical company focused on commercializing products for the U.S. hospital and adjacent specialty markets, today announced that Parma, Italy-based 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.
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 February 3, 2014.
Morgan Lewis served as Chiesi’s legal adviser on the transaction. The Morgan Lewis deal team was led by Business and Finance partners Steven Navarro and Emilio Ragosa and included Business and Finance associate Bryan Keighery. Also assisting on the transaction were Business and Finance partner David Sirignano, FDA partners Stephen Mahinka and Kathleen Sanzo, Employee Benefits and Executive Compensation partner Gary Rothstein, Litigation partners Marc Sonnenfeld and Elizabeth Fay, Intellectual Property partner Louis Beardell and Tax Partner Richard Zarin.
For further details about the acquisition, please see the companies’ press release.