MAHWAH, N.J., April 5, 2011 /PRNewswire/ -- Footstar, Inc.
("Footstar") today announced that certain of its subsidiaries have
completed the previously announced acquisition of CPEX
Pharmaceuticals, Inc. ("CPEX") (Nasdaq: CPEX), a specialty
pharmaceutical company, in a transaction valued at approximately
$76 million, plus fees and expenses
relating to the transaction. At the effective time of the merger,
FCB I Acquisition Corp. ("FCB Acquisition"), a wholly owned
subsidiary of FCB I Holdings Inc. ("FCB Holdings"), merged with and
into CPEX.
FCB Acquisition is a wholly owned subsidiary of FCB Holdings,
which is owned 80.5% by Footstar Corporation and 19.5% by an
unaffiliated investment holding company (the "Co-Investor").
Footstar Corporation is a wholly owned subsidiary of Footstar.
The transaction was financed through a combination of equity and
debt. Footstar Corporation and the Co-Investor provided
approximately $3.2 million and
approximately $0.8 million of equity
financing, respectively. In addition, FCB Holdings received
$13 million in secured bridge loans
from Footstar Corporation and certain affiliates of the
Co-Investor. Certain debt financing parties provided debt financing
pursuant to a $64 million secured
term loan.
Olshan Grundman Frome Rosenzweig & Wolosky LLP served as
legal advisor to Footstar.
FOOTSTAR HAS A SHAREHOLDER RIGHTS PLAN, WHICH CONTAINS
PROVISIONS THAT PROHIBIT ANY PERSON OR GROUP FROM ACQUIRING
BENEFICIAL OWNERSHIP OF MORE THAN 4.75 PERCENT OF FOOTSTAR'S COMMON
STOCK WITHOUT ITS PRIOR CONSENT AND AS FURTHER PROVIDED
THEREIN.
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 ability to successfully integrate CPEX into the
Company's business; unknown liabilities not identified during due
diligence; the risk that the expected benefits of the acquisition
may not be realized; the loss of key management employees; the
Company's increased indebtedness after the acquisition; and such
other risks and uncertainties as are detailed in Footstar's Annual
Report on Form 10-K filed with the SEC on March 14, 2011, CPEX's Annual Report on Form 10-K
filed with the SEC on March 31, 2011
and in the other reports that Footstar and CPEX periodically file
with the SEC. The SEC maintains an Internet web site,
www.sec.gov, which contains reports, proxy and information
statements and other information which we file electronically with
the SEC. Footstar 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 Footstar's management only as of the date of this
document and subsequent events and developments may cause these
expectations and beliefs to change. Footstar 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 merger, that may be
undertaken. These forward-looking statements should not be relied
upon as representing Footstar's views as of any date after the date
of this document.
Contact:
Jonathan Couchman
Chairman and Chief Executive Officer of Footstar, Inc.
201-934-2000
SOURCE Footstar, Inc.