Sept. 17, 2013, (Update) - On Sep 16, 2013, Chiesi Farmaceutici S.p.A. and Cornerstone Therapeutics Inc. announced that the special committee of the Cornerstone Therapeutics Inc Board of Directors, as well as the boards of directors of both companies, have approved a definitive merger agreement under which Chiesi Farmaceutici S.p.A. will acquire all of the outstanding common shares of Cornerstone Therapeutics Inc for $9.50 per share in cash.
However, given that Chiesi Farmaceutici S.p.A. currently owns 58% of Cornerstone Therapeutics' outstanding common shares, the investigation concerns whether the Cornerstone Therapeutics, Board of Directors undertook an adequate sales process, adequately shopped the company before entering into the transaction, maximized shareholder value by negotiating the best price, and acted in the shareholders' best interests in connection with the proposed sale.
Furthermore, given that at least one analyst has set the target price for NASDAQ:CRTX shares at $14.00, the investigation concerns whether the $9.50-offer is unfair to NASDAQ:CRTX stockholders.

On September 17, 2013, NASDAQ:CRTX shares closed at $9.40 per share.

Feb. 20, 2013 (Shareholders Foundation) -- An investigation on behalf of investors in H Cornerstone Therapeutics, Inc. (NASDAQ:CRTX) shares was announced concerning whether the offer by its majority shareholder Chiesi Farmaceutici SpA to acquire Cornerstone Therapeutics, Inc. for a cash purchase price between $6.40 and $6.70 per NASDAQ:CRTX share and the takeover process are unfair to investors in Cornerstone Therapeutics shares.

The investigation by a law firm concerns whether certain officers and directors of Cornerstone Therapeutics, Inc. breach their fiduciary duties owed to NASDAQ:CRTX investors in connection with the proposed acquisition.

On Feb 20, 2013, Cornerstone Therapeutics Inc. (NASDAQ: CRTX) announced that its Board of Directors has received a letter from its majority Stockholder Chiesi Farmaceutici SpA In that letter Chiesi Farmaceutici SpA, which owns approximately 60% of the outstanding shares of the Cornerstone Therapeutics Inc. (NASDAQ: CRTX) common stock, made a proposal, subject to certain conditions, to acquire the shares of Cornerstone Therapeutics Inc. (NASDAQ: CRTX) common stock that it does not already own for a cash purchase price of between $6.40 and $6.70 per share.
However, given that at least one analyst has set the target price for NASDAQ:CRTX shares at $14.00 and that following the takeover news NASDAQ:CRTX shares jumped in the open market as high as $6.84 per share on Feb. 20, 2013, the investigation a law firm concerns whether the proposed transaction is unfair to NASDAQ:CRTX stockholders.

Given the analyst estimate, its recent share price and that NASDAQ:CRTX shares traded as recently as July 2012 as high as $7.70 per share, the investigation focuses on whether the Cornerstone Therapeutics Board of Directors undertake an adequate sales process, adequately shop the company before entering into the transaction, maximize shareholder value by negotiating the best price, and act in the shareholders' best interests in connection with the proposed sale.