Chiesi Wanted to Buy Rest of Cornerstone (CRTX) for $6.40 - $6.70/Share

February 19, 2013 5:24 PM EST
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Cornerstone Therapeutics, Inc. (NASDAQ: CRTX) shares are ripping late Tuesday after disclosure of an offer made by Chiesi Farmaceutici SpA. Chiesi already owns about 65 percent of Cornerstone.

The following is from an amended 13D filed with the U.S. SEC on Tuesday:

On February 18, 2013, Chiesi delivered a letter (the “Letter”) to the Board of Directors of the Company (the “Board”) in which Chiesi proposed to acquire 100% of the Common Stock for a purchase price in the range of $6.40 to $6.70 per share in an all cash transaction (the “Proposed Transaction”).

As noted in the Letter, Chiesi has conducted an extensive review of the Company based on publically available information, Chiesi’s experience in the pharmaceutical industry and consultations with Chiesi’s advisors. Based upon Chiesi’s experience and analysis, Chiesi believes the Company would be best positioned for long term growth and development as a private company and would benefit substantially from the synergies and shared resources that would result from this transaction with Chiesi.

The Proposed Transaction is subject to the grant by the Board of access to relevant non-public information regarding the Company, so that Chiesi can conduct due diligence. Chiesi is prepared to move very quickly to enter into a customary confidentiality agreement with the Company and complete due diligence.

No binding obligation on the part of the Filing Persons or the Company will arise with respect to the Proposed Transaction as a result of the filing of this Schedule 13D/A or the delivery of the Letter.

The descriptions of the Letter and the Proposed Transaction above do not purport to be complete and are qualified in their entirety by reference to the Letter, a copy of which is filed as Exhibit 13 to this Schedule 13D/A and is incorporated herein by reference.

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