CPEX Pharmaceuticals, Inc. (NASDAQ: CPEX) completed its previously
announced taxable spin-off from Bentley Pharmaceuticals, Inc. (NYSE:
BNT) yesterday at 11:59 p.m. Shares of the new company will begin
regular trading today on the
Nasdaq Capital Market under the ticker
symbol "CPEX.” "CPEX begins life as an independent public
company with a commercially validated drug delivery technology, a
consistent stream of licensing revenues and excellent prospects for
growth,” said John Sedor, the company’s
President and Chief Executive Officer. "We
look forward to continuing our Phase II trials of Nasulin®,
CPEX’s insulin intranasal spray product
candidate, and applying our drug delivery technology to improve the
performance of other pharmaceutical products.”
The CPEX senior management team is comprised of former Bentley
executives who collectively have more than 100 years of experience in
the development of pharmaceutical products:
John A. Sedor, Chief Executive Officer and President;
Robert P. Hebert, Chief Financial Officer and Vice President;
Fred Feldman, Ph.D., Chief Scientific Officer and Senior Vice
President;
David C. Brush, Vice President of Business Development and Strategic
Planning; and
Elizabeth Morgan, J.D., Vice President of Regulatory Affairs.
James R. Murphy leads the CPEX board of directors as Non-executive
Chairman. Also serving on CPEX’s board are
current Bentley directors Michael McGovern, Miguel Fernandez and John W.
Spiegel.
Yesterday, 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. Shares of Bentley common stock traded after
the record date through yesterday traded on a "when-issued”
basis with the right to receive shares of CPEX common stock issued in
the spin-off.
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
only, which means that no physical CPEX stock certificates were issued.
No fractional shares of CPEX common stock were issued. Instead,
fractional shares were aggregated and sold on behalf of all affected
stockholders of record, who then will receive the pro rata net cash
value of such fractional shares. 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.
As a result of the spin-off, Bentley no longer owns any CPEX common
stock. Bentley’s common stock will continue
to trade on the New York Stock Exchange under the ticker symbol "BNT.” About CPEX Pharmaceuticals
CPEX Pharmaceuticals, Inc. (NASDAQ: CPEX) is a specialty pharmaceutical
company focused on the development, licensing and commercialization of
pharmaceutical products utilizing CPEX’s
validated drug delivery technology. CPEX has U.S. and international
patents and other proprietary rights to technologies that facilitate the
absorption of drugs. CPEX has licensed applications of its proprietary
CPE-215® drug
delivery technology to Auxilium Pharmaceuticals, Inc., which launched
its Testim® topical
testosterone gel on the U.S. market in 2003. CPEX also is developing an
intranasal insulin product candidate, Nasulin™,
which is in Phase II global clinical trials. CPEX maintains its
headquarters in Exeter, NH. For more information about CPEX, please
visit www.cpexpharm.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 CPEX’s
licensing revenues and growth prospects. 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:
product approvals, changes in third-party reimbursement and government
mandates that impact pharmaceutical pricing, competition from other
manufacturers of proprietary pharmaceuticals, intellectual property
litigation, the efficacy and safety of CPEX’s
products, the unpredictability of patent protection and other
uncertainties detailed under "Risk Factors”
in CPEX’s Registration Statement on Form 10
dated June 17, 2008 in connection with the distribution of CPEX’s
common stock to stockholders of Bentley Pharmaceuticals. CPEX 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 CPEX undertakes no obligation to update or revise the
statements, except as may be required by law.
