NEW YORK, Sept. 16, 2013: 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 the special committee of the Cornerstone Board of Directors, as well as the boards of directors of both companies, have approved a definitive merger agreement under which Chiesi will acquire all of the outstanding common shares of Cornerstone for $9.50 per share in cash. Parma, Italy-based Chiesi currently owns 58% of Cary, N.C.-based Cornerstone's outstanding common shares.
The transaction is expected to be completed in the first quarter of 2014, subject to the satisfaction of certain conditions, including the approval of a majority of Cornerstone's stockholders other than Chiesi and other than Cornerstone's officers and directors, and subject to other customary closing conditions.
Morgan Lewis served as Chiesi's legal advisor 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 associates Bryan Keighery, Danielle Davis and Jamie Kim. 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 partner Marc Sonnenfeld, Intellectual Property partner Louis Beardell and Tax Partner Richard Zarin.
For further information about the transaction, please visit Cornerstone's News & Media page to view Chiesi's and Cornerstone's joint press release.