UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as
permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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CPEX Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Investor Contacts:
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Press Contacts:
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Bob Hebert
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Andrew Cole/Chris Kittredge
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Chief Financial Officer
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Sard Verbinnen & Co
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CPEX Pharmaceuticals, Inc.
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212.687.8080
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603.658.6100
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Amy Bilbija
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MacKenzie Partners
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212.929.5802
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CPEX
PHARMACEUTICALS ADVISES STOCKHOLDERS TO TAKE NO ACTION AT
THIS TIME IN RESPONSE TO MANGROVE PARTNERS REVISED PROPOSAL
Exeter, NH, March 17, 2011
CPEX Pharmaceuticals, Inc. (NASDAQ: CPEX) today
confirmed that it has received an unsolicited, non-binding letter from Mangrove Partners (the
Revised Mangrove Letter) revising the terms of the potential alternative transaction involving a
recapitalization of CPEX that Mangrove had initially proposed on March 14, 2011. CPEX noted that
two of Mangroves original proposed financing sources are not party to the Revised Mangrove
Letter. Consistent with its fiduciary duties and the merger agreement with FCB I Holdings Inc.
(FCB), CPEXs Board of Directors will review the terms of the Revised Mangrove Letter as soon as
practicable. The Revised Mangrove Letter requires no action by CPEX stockholders at this time.
Until the Boards review is complete, CPEX does not intend to comment further on the Revised
Mangrove Letter.
As announced in a separate press release today, the CPEX Board had previously determined not
to pursue discussions with Mangrove after the Boards review of the potential alternative
transaction proposed by Mangrove on March 14.
As announced on January 4, 2011, CPEX has entered into a definitive agreement with FCB under
which FCB will acquire all of the outstanding common stock of CPEX for $27.25 per share in cash.
The FCB transaction price represents a premium of 11% over the closing stock price of CPEX on
Monday, January 3, 2011 and a 142% premium over the price of CPEX shares on January 7, 2010, the
day prior to the date a third party publicly stated its intention to make an unsolicited offer for
the Company. CPEX is scheduled to hold a special meeting of stockholders on March 24, 2011 to vote
on the FCB merger agreement.
About CPEX Pharmaceuticals, Inc.
CPEX Pharmaceuticals, Inc. is an emerging specialty pharmaceutical company focused on the
development, licensing and commercialization of pharmaceutical products utilizing CPEXs validated
drug delivery platform technology. CPEX has U.S. and international patents and other proprietary
rights to technology that facilitates the absorption of drugs. CPEX has licensed applications of
its proprietary CPE-215
®
drug delivery technology to Auxilium Pharmaceuticals, Inc.
which launched Testim, a topical testosterone gel, in 2003. CPEX maintains its headquarters in
Exeter, NH. For more information about CPEX, please visit
www.cpexpharm.com
.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
CPEX has filed with the Securities and Exchange Commission (the SEC) and furnished to its
stockholders a definitive proxy statement in connection with the proposed transaction with FCB (the
Definitive Proxy Statement). This communication may be deemed to be solicitation material in
respect of the merger with FCB. Investors and security holders of CPEX are urged to read
the Definitive Proxy Statement and the other relevant materials (when they become available)
because such materials will contain important information about CPEX and the proposed transaction
with FCB. The Definitive Proxy Statement and other relevant materials (when they become
available), and any and all other documents filed by CPEX with the SEC, may be obtained free of
charge at the SECs website at
www.sec.gov
. In addition, investors and security holders may
obtain free copies of the documents CPEX files with the SEC by directing a written request to CPEX
Pharmaceuticals, Inc., 2 Holland Way, Exeter, NH 03833, Attention: Chief Financial Officer. Copies
of CPEXs filings with the SEC may also be obtained at the Investors section of CPEXs website at
www.cpexpharm.com/investor.htm
.
INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT AND THE OTHER
RELEVANT MATERIALS (WHEN THEY BECOME AVAILABLE) BEFORE MAKING ANY VOTING OR INVESTMENT DECISION
WITH RESPECT TO THE PROPOSED TRANSACTION WITH FCB.
CPEX and its directors and executive officers may be deemed to be participants in the
solicitation of proxies from the security holders of CPEX in connection with the proposed
transaction with FCB. Information about those directors and executive officers of CPEX, including
their ownership of CPEX securities, is set forth in the Definitive Proxy Statement (filed with the
SEC on February 4, 2011) and in the proxy statement for CPEXs 2010 Annual Meeting of Stockholders
(filed with the SEC on April 9, 2010), as supplemented by other CPEX filings with the SEC.
Investors and security holders may obtain additional information regarding the direct and indirect
interests of CPEX and its directors and executive officers in the proposed transaction with FCB by
reading the proxy statements and other public filings referred to above.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Certain items in this document may constitute forward-looking statements within the meaning of
the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These
forward-looking statements involve certain risks and uncertainties that could cause actual results
to differ materially from those indicated in such forward-looking statements, including, but not
limited to: the proposed transaction with FCB; the performance of CPEX; the benefits of the
proposed transaction with FCB and such other risks and uncertainties as are detailed in the
Definitive Proxy Statement, in CPEXs Annual Report on Form 10-K filed with the SEC on March 29,
2010, and in the other reports that CPEX periodically files with the SEC. Copies of CPEXs filings
with the SEC may be obtained by the methods described above. CPEX cautions investors not to place
undue reliance on the forward-looking statements contained in this document or other filings with
the SEC.
The statements in this document reflect the expectations and beliefs of CPEXs management only
as of the date of this document and subsequent events and developments may cause these expectations
and beliefs to change. CPEX undertakes no obligation to update or revise these
statements, except
as may be required by law. These forward-looking statements do not reflect the potential impact of
any future dispositions or strategic transactions, including the proposed
transaction with FCB, that may be undertaken. These forward-looking statements should not be relied
upon as representing CPEXs views as of any date after the date of this document.
*****
The press release above was issued on March 17, 2011