Mergers and Acquisitions

* On February 4, 2014, Chiesi Farmaceutici has acquired all of the outstanding common shares of Cornerstone Therapeutics 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. 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. 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.

* On September 16, 2013, Chiesi Farmaceutici and Cornerstone Therapeutics, a specialty pharmaceutical company focused on commercializing products for the U.S. hospital and adjacent specialty markets, have announced 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. Chiesi currently owns 58% of Cornerstone's outstanding common shares. The transaction represents a premium of approximately 78% 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 approximately 42% to the high end of the range of Chiesi's initial proposal.

The transaction advances Chiesi's initiative to build a larger global presence and represents a significant step towards strengthening its presence in the United States. The acquisition creates a foundation for new projects in special care and respiratory disorders and will provide a sales channel on all products Chiesi intends to commercialize in the U.S. Through this transaction, Chiesi will become a bigger player in special care in the U.S., (approximately 50% of projects in orphan drugs originate in the U.S.). Chiesi has a strong product pipeline, including highly promising molecules for the treatment of respiratory and rare diseases, and will continue to develop its pipeline as it consolidates its presence in the U.S.

The transaction positions Cornerstone for long-term growth and development as a private company and affords a level of financial flexibility required to enhance Cornerstone's product pipeline, strengthen its marketing network and allow it to capitalize on additional opportunities to acquire high-quality respiratory products.

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