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Chiesi Farmaceutici and Cornerstone Therapeutics Announce Agreement For a Merger Transaction

Date: 04/02/2014

Chiesi Farmaceutici S.p.A. (“Chiesi”), a leading European pharmaceutical company, and Cornerstone Therapeutics Inc. (NASDAQ: CRTX) (“Cornerstone”), a specialty pharmaceutical company focused on commercializing products for the U.S. hospital and adjacent specialty markets, today announced that 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.

“We are pleased to announce the completion of this transaction, which expands Chiesi’s global presence and represents a significant step towards strengthening our exposure in the United States,” said Ugo Di Francesco, Chief Executive Officer of Chiesi. “As a private company, and with the additional support of Chiesi, Cornerstone now has more flexibility to build upon its product pipeline and strengthen its marketing and licensing and business development networks across the globe. We are committed to continuing our important progress in the respiratory, hospital products, and special care areas, and we look forward to providing increased opportunities and benefits to Cornerstone employees and patients.”
“The close of this transaction marks the start of the next chapter here at Cornerstone Therapeutics and we look forward to joining Chiesi,” said Craig A. Collard, Cornerstone’s Chief Executive Officer. “This merger presents many benefits for Cornerstone and its employees as we will be better positioned to more rapidly expand our product offerings, U.S. footprint, and expertise within the hospital and related specialty markets.”
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 Monday, February 3, 2014. Letters of transmittal allowing Cornerstone's stockholders of record to deliver their shares to the paying agent in exchange for payment of the merger consideration are expected to be distributed shortly.
As a result of the completion of the transaction, the common stock of Cornerstone is no longer listed for trading on the NASDAQ Stock Exchange, effective prior to the open of trading on Tuesday, February 4, 2014.

Jefferies International Limited acted as financial advisor and Morgan, Lewis & Bockius LLP acted as legal advisor to Chiesi. Lazard acted as financial advisor and Clifford Chance acted as legal advisor to Cornerstone.

About Chiesi Farmaceutici S.p.A: Chiesi Farmaceutici is a research-focused international group, with more than 75 years of experience headquartered in Parma (Italy). Chiesi researches, develops and commercializes innovative pharmaceutical solutions in the respiratory therapeutics and specialist medicine areas. In 2013, Chiesi achieved sales of over 1.2 billion Euros, constituting double digit growth over 2012. Its R&D centers in Parma (Italy), Paris (France), Rockville (USA), Chippenham (UK) and the R&D team of the newly-acquired Danish company Zymenex, integrate their efforts to advance Chiesi's pre-clinical, clinical and registration programs. The Chiesi Group employs approximately 3900 people, 480 of which are dedicated to R&D activities. For more information, please visit www.chiesi.com.

About Cornerstone Therapeutics Inc. : Cornerstone Therapeutics Inc. (NASDAQ: CRTX), a wholly-owned subsidiary of Chiesi Farmaceutici S.p.A., headquartered in Cary, N.C., is a specialty pharmaceutical company focused on commercializing products for the hospital and adjacent specialty markets. Key elements of Cornerstone's strategy are to focus its commercial and development efforts in the hospital and adjacent specialty product sector within the U.S. pharmaceutical marketplace; continue to seek out opportunities to acquire companies, marketed or registration-stage products and late-stage development products that fit within Cornerstone's focus areas; and generate revenues by marketing approved generic products through Cornerstone's wholly-owned subsidiary, Aristos Pharmaceuticals, Inc. For more information, www.crtx.com.



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