Chiesi Farmaceutici to acquire full ownership of Cornerstone Therapeutics

Privately-held Italian drugmaker Chiesi Farmaceutici and specialty US firm Cornerstone Therapeutics (Nasdaq: CRTX) say 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, which values the US company at about $255 million. Chiesi currently owns 58% of Cornerstone's outstanding common shares.

The new transaction, worth around $107 million, represents a premium of around78% over Cornerstone's closing price of $5.35 on February 15, 2013, the last trading day prior to Chiesi's initial written proposal, and a premium of around 42% to the high end of the range of Chiesi's initial proposal for acquiring the remaining stake of between $6.40 and $6.70 a share (The Pharma Letter February 20).

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.