Chiesi Farmaceutici and Cornerstone Therapeutics Announce Agreement for a Merger Transaction in Which Chiesi Will Acquire 100

  Chiesi Farmaceutici and Cornerstone Therapeutics Announce Agreement for a
   Merger Transaction in Which Chiesi Will Acquire 100 Percent Ownership of
                   Cornerstone for $9.50 Per Share in Cash

  PR Newswire

  PARMA, Italy and CARY, North Carolina, September 16, 2013

PARMA, Italy and CARY, North Carolina, September 16, 2013 /PRNewswire/ --

Chiesi Farmaceutici S.p.A. ("Chiesi"), a leading European pharmaceutical
company, and Cornerstone Therapeutics Inc. (NASDAQ: CRTX) ("Cornerstone"), a
specialty pharmaceutical company focused on commercializing products for the
U.S. hospital and adjacent specialty markets, today 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.

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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.,
the world's largest market for this type of care (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.

"We are excited to announce this transaction, which offers immediate and
significant cash value to Cornerstone stockholders, and creates enhanced
flexibility for Cornerstone to grow and prosper in the global marketplace,"
said Ugo Di Francesco, Chief Executive Officer of Chiesi. "With the support of
Chiesi, Cornerstone will help fulfill its mission to develop and commercialize
innovative pharmaceutical solutions to improve the quality of human life. We
will continue to promote Cornerstone's market leading respiratory products, as
we establish a strong footprint in the special care market. We look forward to
working closely with the Cornerstone management team and to welcoming its
talented employees to the Chiesi family."

"Together with Chiesi, we have made significant progress in transforming
Cornerstone into a market leader in our core therapeutic area of hospital and
related specialty products and expect enhanced development opportunities
through this exciting transaction," said Craig Collard, CEO and Chairman of
Cornerstone. "We are pleased to be able to provide employees with additional
opportunities and customers with added benefits as part of a global company.
Cornerstone has a solid foundation and we believe this is a natural step
forward to achieve long-term success."

Mr. Collard, who beneficially owns approximately 6% of Cornerstone's
outstanding shares, has entered into a voting agreement pursuant to which he
has agreed to vote all of his shares in favor of the transaction.

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. The companies believe that the transaction is not subject to
clearance under the Hart-Scott-Rodino (HSR) Antitrust Improvements Act of
1976. These and other considerations will be set forth in greater detail in
the merger agreement filed as an exhibit on the Form 8-K that Cornerstone will
file with the U.S. Securities and Exchange Commission.

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.

Additional Information and Where to Find It

Cornerstone intends to file a Proxy Statement with the Securities and Exchange
Commission (the "SEC"), and Cornerstone and Chiesi intend to file a Schedule
13E-3 and other relevant materials with the SEC. A definitive proxy statement
will be sent to holders of Cornerstone's common stock seeking their approval
of the proposed transaction.  WE URGE INVESTORS TO READ THE PROXY STATEMENT
AS WELL AS THE SCHEDULE 13E-3 AND ANY OTHER RELEVANT DOCUMENTS FILED BY 
CORNERSTONE or chiesi  WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN
IMPORTANT  INFORMATION about CORNERSTONE and the proposed MERGER. Investors
are urged to read these documents carefully and in their entirety . Investors
will be able to obtain these materials (when they become available) and other
documents filed with the SEC free of charge at the SEC's website (
http://www.sec.gov ). In addition, these materials (when they become
available) will also be available free of charge by accessing Cornerstone's
website ( http://www.crtx.com ). Investors may also read and copy any reports,
statements and other information filed by Cornerstone with the SEC at the SEC
public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please
call the SEC at 1-800-SEC-0330 or visit the SEC's website for further
information on its public reference room. 

Participants in the Proxy Solicitation

The directors, executive officers and other members of management and
employees of Cornerstone may be deemed to be participants in the solicitation
of proxies from stockholders in respect of the proposed Merger. Information
regarding Cornerstone's directors and executive officers is available in its
Annual Report on Form 10-K for the fiscal year ended December 31, 2012, filed
with the SEC by Cornerstone on March 14, 2013, as amended by a Form 10-K/A
filed with the SEC on April 11, 2013. Other information regarding the
participants in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be contained in
the Proxy Statement and other relevant materials to be filed with the SEC when
they become available.

About Chiesi Farmaceutici S.p.A

Founded in 1935 in Parma, Italy, Chiesi Farmaceutici currently has 25
affiliates worldwide and markets its therapeutics in over 60 countries.
Chiesi's manufacturing plants in Parma, Blois (France) and Santana de Parnaiba
(Brazil), and R&D centers in Parma, Paris, Rockville (USA) and Chippenham (UK)
integrate their efforts to advance the Group's pre-clinical, clinical and
registration programs. At the end of 2012, the Chiesi Group's total staff
stood at over 3,800 people, more than 350 of whom are dedicated to R&D. The
main areas of activity are in respiratory therapeutics and specialist medicine
areas.

About Cornerstone Therapeutics Inc.

Cornerstone Therapeutics Inc. (NASDAQ: CRTX), headquartered in Cary, N.C., is
a specialty pharmaceutical company focused on commercializing products for the
hospital and adjacent specialty markets. Key elements of Cornerstone's
strategy are to focus its commercial and development efforts in the hospital
and adjacent specialty product sector within the U.S. pharmaceutical
marketplace; continue to seek out opportunities to acquire companies, marketed
or registration-stage products and late-stage development products that fit
within Cornerstone's focus areas; and generate revenues by marketing approved
generic products through Cornerstone's wholly-owned subsidiary, Aristos
Pharmaceuticals, Inc. For more information, visit http://www.crtx.com .

Contacts:

For Chiesi Farmaceutici S.p.A:

Massimo Zaninelli +39(0521)279084

Joele Frank, Wilkinson Brimmer KatcherMatthew Sherman / Nick Lamplough / Erin
Kurtz +1(212)355-4449

For Cornerstone Therapeutics Inc.:

Investor Relations +1(888)466-6505, Option #5 investor.relations@crtx.com
 
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