Bentley Board Approves Spin-off of Drug Delivery Business
13 June 2008 - 7:42AM
Business Wire
The board of directors of Bentley Pharmaceuticals, Inc. (NYSE: BNT)
today approved the spin-off of its drug delivery business into a
new publicly traded company to be called CPEX Pharmaceuticals, Inc.
CPEX is a drug delivery company involved in the business of
development, licensing and commercialization of pharmaceutical
products utilizing validated drug delivery technology. The Bentley
board also set the date for stockholders to vote on the proposed
acquisition of Bentley by Teva Pharmaceutical Industries Ltd.
Spin-off of CPEX As part of its approval, the Bentley board
authorized a dividend on its common stock of one CPEX share for
every 10 shares of Bentley common stock, and established the close
of business on June 20, 2008 as the record date for stockholders
entitled to receive the distribution of CPEX shares. The
distribution is expected to take place after the close of business
on June 30, 2008. The dividend of CPEX common stock will be issued
in book-entry form only, which means that no physical CPEX stock
certificates will be issued. No fractional shares of CPEX common
stock will be issued. Instead, fractional shares will be 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.
As a result of the spin-off, Bentley will no longer own any shares
of CPEX common stock. On the distribution date, Bentley, with the
assistance of American Stock Transfer and Trust Company, the
distribution agent, will electronically issue 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 will not be 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 and Trust Company by e-mail at info@amstock.com or
by phone at 800-937-5449. The distribution will be more fully
described in the information statement that, prior to the
distribution date, will be mailed to stockholders of record on the
record date. Bentley expects a �when issued� public market for CPEX
common stock to begin on or about June 18, 2008 on the NASDAQ
Capital Market (NASDAQ) under the symbol �CPEXV.� Following the
spin-off, �regular way� trading of CPEX common stock is expected to
start on July 1, 2008 under the ticker symbol �CPEX.� Bentley�s
common stock will continue to trade on the New York Stock Exchange
under the ticker symbol �BNT.� If Bentley stockholders sell shares
of their Bentley common stock in the �regular way� market after the
record date but prior to the distribution date, they may also be
selling the right to receive shares of CPEX common stock in
connection with those shares. Investors should consult with their
financial advisors about selling their shares of Bentley common
stock on or before the distribution date. Special Meeting to
Approve Merger As previously announced on March 31, 2008, Bentley
entered into a merger agreement with Teva Pharmaceutical Industries
Ltd. (NASDAQ: TEVA), an Israeli corporation, and Beryllium Merger
Corporation, a wholly owned, newly formed subsidiary of Teva.
Pursuant to the terms of the merger agreement, Beryllium will merge
with and into Bentley, and as a result, Bentley will become a
wholly owned subsidiary of Teva. The board of Bentley set Tuesday,
July 22, 2008, as the meeting date for stockholders to vote on this
merger. The special stockholders meeting is scheduled to start at
10:00 a.m. ET at the Hilton Garden Inn, 100 High Street,
Portsmouth, New Hampshire. 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. The
company plans to begin mailing the proxy statement on or about June
16, 2008 to all Bentley stockholders of record as of the record
date. More information can be found at www.bentleypharm.com. About
Bentley Bentley Pharmaceuticals, Inc. today is a specialty
pharmaceutical company focused on advanced drug delivery
technologies and 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. Bentley�s proprietary drug delivery technologies enhance the
absorption of pharmaceutical compounds across various membranes.
This drug delivery business will be transferred into a subsidiary,
CPEX Pharmaceuticals, Inc., which will then be spun off to
Bentley�s stockholders. Important Information In connection with
the merger, Bentley has prepared a preliminary proxy statement for
its stockholders and filed it with the Securities and Exchange
Commission (the �SEC�). The proxy statement contains information
about Bentley, the merger and related matters. STOCKHOLDERS ARE
URGED TO READ THE DEFINITIVE PROXY STATEMENT CAREFULLY WHEN IT IS
AVAILABLE, AS IT WILL CONTAIN 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 will be able to obtain the proxy statement,
as well as other filings containing information about Bentley,
without charge, from the SEC�s website at www.sec.gov or, without
charge, from Bentley�s website at 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 merger. Information
regarding Bentley�s directors and executive officers is available
in Bentley�s 2007 Annual Report on Form 10-K, which was filed with
the SEC on March 17, 2008. Other information regarding the
participants in the proxy solicitation and a description of their
direct and indirect interests, by security holdings or otherwise,
will be contained in the proxy statement/prospectus and other
relevant materials to be filed with the SEC when they become
available. 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 agreement 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 merger by the stockholders of Bentley, product
approvals, changes in third-party reimbursement and government
mandates that impact pharmaceutical pricing, competition from other
manufacturers of generic pharmaceuticals, intellectual property
litigation, the efficacy and safety of Bentley�s products,
international operations, 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 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.
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