Bentley Pharmaceuticals, Inc. (the "Company”
or "Bentley”) (NYSE: BNT),
today announced that its newly formed subsidiary, CPEX Pharmaceuticals,
Inc., has filed an initial registration statement on Form 10 with the
Securities and Exchange Commission (SEC) in furtherance of Bentley's
plan to separate its drug delivery business from Bentley.
Completion of the proposed spin-off is subject to numerous conditions,
including final approval by Bentley’s Board of
Directors and the effectiveness of the registration statement on Form
10, which is subject to review by the SEC.
Bentley plans to spin off the drug delivery business in CPEX
Pharmaceuticals as an independent, publicly traded company. Bentley
plans to implement the spin-off through a taxable stock dividend of all
CPEX Pharmaceuticals common stock to Bentley shareholders. CPEX
Pharmaceuticals plans to seek a listing on the
Nasdaq Capital Market
under the ticker symbol "CPEX”
and Bentley will continue to trade on the NYSE under its current ticker
symbol "BNT.” Upon
completion of the plan, Bentley will focus on the generics
pharmaceutical business. Until CPEX Pharmaceuticals can fully establish
its own operations, Bentley will provide transitional services,
including managerial, operational and administrative support, for a
period of up to 24 months.
"Filing the Form 10 with the SEC is an
important milestone for the planned spin-off of CPEX,”
said James R. Murphy, Chairman and CEO of Bentley. "We
are pleased with our progress and believe we are on track to complete
the spin-off in a timely manner.”
The Form 10 registration statement is posted on the SEC website at www.sec.gov
under the name of CPEX Pharmaceuticals, Inc.
CPEX Pharmaceuticals, Inc.
CPEX Pharmaceuticals will focus on developing innovative drug delivery
technologies based on the Company’s unique
CPE-215 permeation enhancement technology. This technology has been
validated through commercialization of Testim®,
a testosterone gel marketed by Auxilium Pharmaceuticals, and is also
currently being used to develop Nasulin®, an
intranasal insulin product. Following the consummation of the spin-off,
CPEX Pharmaceuticals will be based in Exeter, NH and will employ
approximately 20 individuals.
Forward-Looking Statements
This press release contains certain forward-looking statements, which
are based on management’s good faith
expectations and beliefs concerning future developments of Bentley and
CPEX Pharmaceuticals. Forward-looking statements can be identified by
the use of words such as "in the future,” "will,” "may,” "believe,” "expect,” "plans,” "strategy,” "intends,” and "estimate.”
Statements that refer to Bentley’s or CPEX
Pharmaceuticals’ plans for executing the
spin-off, the taxable nature and timing of the spin-off, and future
prospects of the companies as independent companies, and the like, are
forward-looking statements that reflect the Company’s
current analysis of existing trends, information and current plans.
Actual results may differ from current expectations based on a number of
factors affecting the Company’s businesses,
including changing competitive, regulatory and market conditions;
inherent uncertainty associated with financial projections, which cannot
be predicted with certainty; unpredictability associated with the timing
and the results of both the research and development and regulatory
processes; domestic and foreign health care and cost containment
reforms; technological advances and patents obtained by competitors;
approval, introduction and consumer acceptance of new products and
continuing acceptance of currently marketed products; timely and
successful implementation of strategic alternatives; uncertainty
associated with the identification of and successful execution of
external corporate development transactions and strategic alliance
partners; each company’s ability to obtain
and maintain a sufficient supply of its products to meet market demand
in a timely manner; matters affecting the economy in general, such as
changes in interest and currency exchange rates; the uncertainties
associated with effecting a spin-off of a separate public company; the
discretion of Bentley’s Board of Directors to
delay or cancel the spin-off prior to execution; and other uncertainties
detailed in Bentley’s most recent Annual
Report on Form 10-K and its other subsequent periodic reports filed with
the Securities and Exchange Commission, as well as the risks set forth
in the "Risk Factors" section of the CPEX Form 10 registration
statement. The Company disclaims any intent or obligation to update
these forward-looking statements.
