NEW YORK, March 14, 2011 /PRNewswire/ -- Mangrove Partners,
owners of 149,373 shares representing approximately 5.71% of the
outstanding shares of CPEX Pharmaceuticals, Inc. (Nasdaq: CPEX),
today announced that it has sent a term sheet for a fully-financed
dividend recapitalization to CPEX's Board of Directors to be
implemented through a backstopped rights issue. Mangrove Partners
estimates the consideration to shareholders at $34.73 per share, composed of a $28.00 per share special dividend, a tradable
right, and ongoing ownership in the stock of CPEX. The financing
commitments for the recapitalization are subject to the completion
of customary confirmatory due diligence and definitive
documentation, a process that Mangrove Partners believes could be
completed in as little as two weeks with full cooperation from
CPEX. The full letter and term sheet will be filed as exhibits to
Mangrove Partners' 13D.
Mangrove Partners intends to vote against the proposed merger
between CPEX and FCB I and continues to believe better alternatives
are available to shareholders, most notably the fully-financed
dividend recapitalization it has today presented to CPEX's Board of
Directors.
Mangrove Partners has no current intention of proposing a
control transaction for CPEX or of nominating any candidates to
CPEX's Board of Directors. While any decision regarding management
will be a matter for CPEX's Board of Directors, Mangrove Partners
has no current intention of opposing leaving current management in
place. Mangrove Partners urges CPEX's Board of Directors to
consider its letter and attached term sheet as a friendly proposal
to achieve maximum value for CPEX's stockholders.
Investors with questions concerning our reasons for voting
against the merger should call Steven C.
Balet or Geoff Sorbello at
Okapi Partners LLC, which is advising Mangrove Partners, toll free
at 1-877-285-5990.
SOURCE Mangrove Partners