03.07.2008 21:30
Schrift:


Bentley Pharmaceuticals & Teva Pharmaceutical Industries Ltd. Merger Consideration Established at $14.82 Per Share
Bentley Pharmaceuticals, Inc. ("Bentley”)
(NYSE: BNT) announced that the aggregate cash purchase price for its
acquisition by Teva Pharmaceutical Industries Ltd. ("Teva”)
has been adjusted in accordance with the merger agreement after
completion of the previously announced taxable spin-off of its drug
delivery business, CPEX Pharmaceuticals, Inc. ("CPEX”)(NASDAQ:
CPEX). Bentley stockholders will receive from Teva a final per-share
purchase price of approximately $14.82 in cash in exchange for their
Bentley common stock if the merger agreement is approved by Bentley’s
stockholders and the other closing conditions are satisfied or waived in
accordance with the merger agreement. The decrease in the purchase price
reflects the purchase price adjustments set forth in the merger
agreement, as follows: (i) an aggregate reduction, in the amount of
$252,168 (approximately $0.01 per share) to compensate Teva for tax
liabilities that Bentley incurred from the distribution of the common
stock of CPEX to Bentley’s stockholders in
the spin-off on June 30, 2008, as calculated based upon specified
thresholds set forth in the merger agreement, and (ii) a reduction to
account for the equitable adjustment to the exercise price and number of
Bentley options and restricted stock units that was made in connection
with the spin-off of CPEX.
A special meeting of stockholders to vote on the merger has been
scheduled for Tuesday, July 22, 2008. The special stockholders meeting
is scheduled to start at 10:00 a.m. ET at the Hilton Garden Inn, 100
High Street, Portsmouth, NH. The Bentley Board of Directors previously
set the close of business on June 2, 2008 as the record date for
determining stockholders who will be entitled to vote on the merger.
Proxy materials have been mailed to stockholders and contain
instructions on how to vote on the proposed merger. The affirmative vote
of the holders of a majority of the shares of Bentley’s
common stock outstanding and entitled to vote on the matter will be
necessary to approve the merger.
Merger with Teva
Bentley, which now contains only its generic pharmaceutical operations
as a result of the spin-off of CPEX, will be entirely acquired by Teva
through a merger of Teva’s wholly owned
subsidiary, Beryllium Merger Corporation, with and into Bentley.
About Bentley
Bentley Pharmaceuticals, Inc. is a specialty pharmaceutical company
focused on generic pharmaceutical products. Bentley manufactures and
markets a growing portfolio of generic and branded generic
pharmaceuticals in Europe for the treatment of cardiovascular,
gastrointestinal, infectious and central nervous system diseases through
its subsidiaries -- Laboratorios Belmac, Laboratorios Davur,
Laboratorios Rimafar and Bentley Pharmaceuticals Ireland. Bentley also
manufactures and markets active pharmaceutical ingredients through its
subsidiary, Bentley API. For more information about Bentley, please visit
www.bentleypharm.com.
Important Information
In connection with the proposed merger, Bentley has filed with the
Securities and Exchange Commission ("SEC”)
a definitive proxy statement, which has been mailed to Bentley’s
stockholders. The proxy statement contains information about Bentley,
the proposed merger and related matters. STOCKHOLDERS ARE URGED TO READ
THE PROXY STATEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION THAT
STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A DECISION ABOUT THE MERGER.
In addition to receiving the proxy statement from Bentley by mail,
stockholders may obtain the proxy statement, as well as other filings
containing information about Bentley, without charge, from the SEC’s
website (http://www.sec.gov) or,
without charge, from Bentley’s website www.bentleypharm.com
or by directing such request to Bentley Pharmaceuticals, Inc., Bentley
Park, 2 Holland Way, Exeter, NH 03833, Attention: Richard Lindsay, Chief
Financial Officer.
Bentley and its directors and executive officers and other persons may
be deemed to be participants in the solicitation of proxies in respect
of the proposed merger. Information regarding Bentley’s
directors and executive officers is available in Bentley’s
2007 Annual Report on Form 10-K, as amended, which was filed with the
SEC on March 17, 2008 and amended on April 29, 2008. Other information
regarding the participants in the proxy solicitation and a description
of their direct and indirect interests, by security holdings or
otherwise, is contained in the proxy statement/prospectus and other
relevant materials, which have been filed with the SEC.
Bentley’s Safe Harbor Statement under the
U. S. Private Securities Litigation Reform Act of 1995:
This press release contains forward-looking statements, including,
without limitation, statements regarding the merger transaction entered
into between Bentley and Teva. These forward-looking statements are
subject to a number of risks and uncertainties that could cause actual
results to differ materially from future results expressed or implied by
such statements. Factors that may cause such differences include, but
are not limited to, risks associated with the following: approval of the
proposed merger transaction by the stockholders of Bentley and other
uncertainties detailed under "Risk Factors”
in Bentley’s 2007 Annual Report on Form 10-K,
as amended, and its other subsequent periodic reports filed with the SEC
and available at the SEC’s Internet site (http://www.sec.gov).
Bentley cautions investors not to place undue reliance on the
forward-looking statements contained in this release. These statements
speak only as of the date of this document, and Bentley undertakes no
obligation to update or revise the statements, except as may be required
by law.