Plans call for Chiesi, which currently owns 58 percent ofCornerstone's outstanding common shares, to pay $9.50 per share in cash, for atotal of $255 million. The transaction represents a premium of approximately 78percent over Cornerstone's closing price of $5.35 on Feb. 15, 2013, the lasttrading day prior to Chiesi's initial written proposal, and a premium ofapproximately 42 percent to the high end of the range of Chiesi's initialproposal.
"The transaction advances Chiesi's initiative tobuild a larger global presence and represents a significant step towardsstrengthening its presence in the United States," the acquiring company notesin the news release about the deal, and "creates a foundation for new projectsin special care and respiratory disorders and will provide a sales channel onall products Chiesi intends to commercialize in the U.S. Through thistransaction, Chiesi will become a bigger player in special care in the U.S.,the world's largest market for this type of care (approximately 50 percent ofprojects in orphan drugs originate in the U.S.)."
Chiesi also noted that it has a "strong productpipeline, including highly promising molecules for the treatment of respiratoryand rare diseases, and will continue to develop its pipeline as it consolidatesits presence in the U.S."
The transaction also is expected to positionCornerstone for long-term growth and development as a private company andafford a level of financial flexibility required to enhance Cornerstone'sproduct pipeline, strengthen its marketing network and allow it to capitalize onadditional opportunities to acquire high-quality respiratory products,according to Chiesi.
"We are excited to announce this transaction,which offers immediate and significant cash value to Cornerstone stockholders,and creates enhanced flexibility for Cornerstone to grow and prosper in theglobal marketplace," said Ugo Di Francesco, CEO of Chiesi. "With thesupport of Chiesi, Cornerstone will help fulfill its mission to develop andcommercialize innovative pharmaceutical solutions to improve the quality ofhuman life. We will continue to promote Cornerstone's market leadingrespiratory products, as we establish a strong footprint in the special caremarket. "
"Together with Chiesi, we have madesignificant progress in transforming Cornerstone into a market leader in ourcore therapeutic area of hospital and related specialty products and expectenhanced development opportunities through this exciting transaction," addedCraig Collard, CEO and chairman of Cornerstone, who owns approximately 6percent of Cornerstone's outstanding shares and has entered into an agreement tovote all of his shares in favor of the transaction. "Cornerstone has asolid foundation and we believe this is a natural step forward to achievelong-term success."
The transaction is expected to be completed in thefirst quarter of 2014, subject to the satisfaction of certain conditions,including the approval of a majority of Cornerstone's stockholders other thanChiesi and other than Cornerstone's officers and directors, and subject toother customary closing conditions. The companies believe that the transactionis not subject to clearance under the Hart-Scott-Rodino (HSR) AntitrustImprovements Act of 1976. These and other considerations will be set forth ingreater detail in the merger agreement filed as an exhibit on the Form 8-K thatCornerstone will file with the U.S. Securities and Exchange Commission.
