CIMA LABS Responds to Cephalon's Unsolicited Revised Acquisition Proposal
Friday September 19, 8:33 am ET
EDEN PRAIRIE, Minn.--(BUSINESS WIRE)--Sept. 19, 2003--CIMA LABS, INC. (NASDAQ: CIMA - News) announced today that its Board of Directors has carefully considered the September 10, 2003 letter it received from Cephalon Inc. (NASDAQ: CEPH - News) with its financial advisors and legal counsel.
Although the Board of Directors concluded that Cephalon's proposal to acquire the outstanding shares of CIMA common stock for $26.00 per share in cash, Cephalon stock or a combination thereof does not constitute a superior proposal (as that term is defined in the merger agreement between CIMA and aaiPharma Inc. (NASDAQ: AAII - News)), it did conclude that there is a reasonable likelihood that the proposal would reasonably be expected to result in a superior proposal to the stock-for-stock merger contemplated with aaiPharma. Accordingly, upon execution of an acceptable confidentiality agreement with Cephalon, CIMA is prepared to enter into discussions to explore the possibility of a mutually agreeable transaction.
CIMA Chairman of the Board and Interim Chief Executive Officer Steven B. Ratoff stated, "In its latest proposal, Cephalon indicated that it is flexible with its offer and strongly believes that it can negotiate a proposal that could result in a superior outcome for CIMA's stockholders. The Board reached its decision to enter into discussions with Cephalon as a result of Cephalon's stated flexibility with its offer."
There can be no assurance that discussions with Cephalon will lead to the making of a superior proposal or to a mutually acceptable agreement. CIMA does not currently intend to provide additional information about its discussions with Cephalon until they have led to a superior proposal that the CIMA Board of Directors has concluded, subject to CIMA's obligations to aaiPharma, it is prepared to accept or until its discussions with Cephalon have been terminated.
CIMA also stated that the CIMA Board of Directors has not withdrawn, modified or changed its recommendation of the aaiPharma merger agreement. |
