Bentley Pharmaceuticals, Inc. (NYSE: BNT) completed the previously
announced taxable spin-off of its drug delivery business, CPEX
Pharmaceuticals, Inc. (NASDAQ: CPEX) yesterday at 11:59 p.m. Each
Bentley stockholder received, on a pro rata basis, a dividend on Bentley
common stock of one CPEX share for every 10 shares of Bentley common
stock they owned as of the close of business on June 20, 2008, the
record date for stockholders entitled to receive the distribution of
CPEX shares.
Spin-off of CPEX
Shares of CPEX will begin regular trading today on the
Nasdaq Capital
Market under the ticker symbol "CPEX.”
Shares of Bentley common stock traded after the record date (June 20,
2008) through the close of trading yesterday on a "when-issued”
basis with the right to receive shares of CPEX common stock issued in
the spin-off. Bentley’s common stock will
continue to trade on the New York Stock Exchange under the ticker symbol "BNT.”
Bentley, with the assistance of American Stock Transfer & Trust Company,
LLC, the distribution agent, has electronically issued shares of CPEX
common stock to stockholders of record or their broker, bank or other
nominee on their behalf by way of direct registration in book-entry
form. Bentley stockholders were not required to make any payment,
surrender or exchange their shares of Bentley common stock or take any
other action to receive shares of CPEX common stock. For additional
information, stockholders should contact American Stock Transfer & Trust
Company, LLC by e-mail at info@amstock.com
or by phone at 800.937.5449.
Merger with Teva Pharmaceutical Industries
As a result of the spin-off, Bentley now contains only its generic
pharmaceutical operations, which will be entirely acquired by Teva
Pharmaceutical Industries Ltd., (NASDAQ: TEVA) through a merger of its
wholly owned subsidiary, Beryllium Merger Corporation, with and into
Bentley for an aggregate cash purchase price of approximately $360
million. The board of Bentley set Tuesday, July 22, 2008, as the meeting
date for stockholders to vote on the merger. The special stockholders
meeting is scheduled to start at 10:00 a.m. ET at the Hilton Garden Inn,
100 High Street, Portsmouth, NH. Bentley 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. As previously announced,
stockholders of Bentley will receive approximately $15.02 per share of
common stock in cash in the acquisition, subject to potential
adjustments. The final per-share purchase price, reflecting any
potential adjustments, is expected to be announced by Bentley on July 2,
2008.
"The successful spin-off of our drug delivery
business enables us to move forward toward completing Bentley’s
previously announced merger with Teva,” said
James R. Murphy, Chairman & Chief Executive Officer of Bentley
Pharmaceuticals. "Given the completion of the
spin-off, we remain on track to complete the merger transaction shortly
after the special meeting of the stockholders, which is scheduled for
July 22, 2008.” 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.
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 acquisition transaction by the stockholders of Bentley and
other uncertainties detailed under "Risk
Factors” in Bentley’s
2007 Annual Report on Form 10-K and its other subsequent periodic
reports filed with the Securities and Exchange Commission (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.
