Critical Therapeutics, Inc. announced today that the Securities and Exchange Commission, or the SEC, has declared effective its Registration Statement on Form S-4 containing the Proxy Statement/Prospectus relating to the previously announced proposed merger between Critical Therapeutics and Cornerstone BioPharma Holdings, Inc., or Cornerstone. Cornerstone is a privately-held specialty pharmaceutical company focused on developing and commercializing prescription medications for respiratory disorders.
The merger is subject to customary closing conditions, including the approval of Critical Therapeutics’ stockholders. Cornerstone’s stockholders have already approved the merger agreement and the transactions contemplated thereby. Critical Therapeutics’ stockholders of record on September 29, 2008 will vote on the issuance of Critical Therapeutics’ common stock pursuant to the merger agreement and the other proposals set forth in the Proxy Statement/Prospectus at a special meeting of stockholders to be held at 10:00 a.m., Eastern time, on Friday, October 31, 2008, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109.
The Proxy Statement/Prospectus contained in the Registration Statement will be mailed to Critical Therapeutics’ stockholders early next week. The Registration Statement may also be accessed online on the SEC’s website, www.sec.gov, or on the “Investors” page of Critical Therapeutics’ website at www.crtx.com.
Assuming stockholder approval of the issuance of Critical Therapeutics’ common stock pursuant to the merger agreement and the other proposals set forth in the Proxy Statement/Prospectus, immediately following the merger, Critical Therapeutics will change its name to Cornerstone Therapeutics Inc. The new company’s common stock is expected to continue to trade on The NASDAQ Capital Market under the symbol “CRTX.”
Important Additional Information
The Registration Statement and the Proxy Statement/Prospectus contain important information about Critical Therapeutics, Cornerstone, the merger and related matters. Investors and security holders are urged to read the Registration Statement and the Proxy Statement/Prospectus carefully. Investors and security holders can obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and other documents filed with the SEC by Critical Therapeutics through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders can obtain free copies of the Registration Statement and the Proxy Statement/Prospectus from Critical Therapeutics by contacting Critical Therapeutics, Inc., Attn: Chief Financial Officer, 60 Westview Street, Lexington, MA 02421.
Critical Therapeutics, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information regarding Critical Therapeutics’ directors and executive officers is contained in Critical Therapeutics’ Annual Report on Form 10-K for the year ended December 31, 2007, as amended, and its proxy statement dated April 25, 2008, which are filed with the SEC. Additional information regarding the interests of these participants and other persons who may be deemed participants in the transaction may be obtained by reading the Registration Statement and the Proxy Statement/Prospectus. As of September 15, 2008, Critical Therapeutics’ directors and executive officers beneficially owned approximately 10,450,715 shares, or 23.2 percent, of Critical Therapeutics’ common stock.
Contact:
Critical Therapeutics, Inc.
Thomas P. Kelly, 781-402-5715
Chief Financial Officer and Senior
Vice President of Finance and Corporate Development
tkelly@crtx.com
Source: Critical Therapeutics, Inc.
The merger is subject to customary closing conditions, including the approval of Critical Therapeutics’ stockholders. Cornerstone’s stockholders have already approved the merger agreement and the transactions contemplated thereby. Critical Therapeutics’ stockholders of record on September 29, 2008 will vote on the issuance of Critical Therapeutics’ common stock pursuant to the merger agreement and the other proposals set forth in the Proxy Statement/Prospectus at a special meeting of stockholders to be held at 10:00 a.m., Eastern time, on Friday, October 31, 2008, at the offices of Wilmer Cutler Pickering Hale and Dorr LLP, 60 State Street, Boston, Massachusetts 02109.
The Proxy Statement/Prospectus contained in the Registration Statement will be mailed to Critical Therapeutics’ stockholders early next week. The Registration Statement may also be accessed online on the SEC’s website, www.sec.gov, or on the “Investors” page of Critical Therapeutics’ website at www.crtx.com.
Assuming stockholder approval of the issuance of Critical Therapeutics’ common stock pursuant to the merger agreement and the other proposals set forth in the Proxy Statement/Prospectus, immediately following the merger, Critical Therapeutics will change its name to Cornerstone Therapeutics Inc. The new company’s common stock is expected to continue to trade on The NASDAQ Capital Market under the symbol “CRTX.”
Important Additional Information
The Registration Statement and the Proxy Statement/Prospectus contain important information about Critical Therapeutics, Cornerstone, the merger and related matters. Investors and security holders are urged to read the Registration Statement and the Proxy Statement/Prospectus carefully. Investors and security holders can obtain free copies of the Registration Statement and the Proxy Statement/Prospectus and other documents filed with the SEC by Critical Therapeutics through the website maintained by the SEC at www.sec.gov.
In addition, investors and security holders can obtain free copies of the Registration Statement and the Proxy Statement/Prospectus from Critical Therapeutics by contacting Critical Therapeutics, Inc., Attn: Chief Financial Officer, 60 Westview Street, Lexington, MA 02421.
Critical Therapeutics, and its directors and executive officers, may be deemed to be participants in the solicitation of proxies in respect of the transactions contemplated by the merger agreement. Information regarding Critical Therapeutics’ directors and executive officers is contained in Critical Therapeutics’ Annual Report on Form 10-K for the year ended December 31, 2007, as amended, and its proxy statement dated April 25, 2008, which are filed with the SEC. Additional information regarding the interests of these participants and other persons who may be deemed participants in the transaction may be obtained by reading the Registration Statement and the Proxy Statement/Prospectus. As of September 15, 2008, Critical Therapeutics’ directors and executive officers beneficially owned approximately 10,450,715 shares, or 23.2 percent, of Critical Therapeutics’ common stock.
Contact:
Critical Therapeutics, Inc.
Thomas P. Kelly, 781-402-5715
Chief Financial Officer and Senior
Vice President of Finance and Corporate Development
tkelly@crtx.com
Source: Critical Therapeutics, Inc.
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