Bentley Pharmaceuticals Notifies NYSE of Intention to Delist Common Stock
09 July 2008 - 6:41AM
Business Wire
Bentley Pharmaceuticals, Inc. (NYSE: BNT) (�Bentley� or the
�Company�) announced today that it notified the New York Stock
Exchange (the �NYSE�) of its intent to delist its common stock, par
value $0.02 per share, from the NYSE immediately following the
consummation of the transactions contemplated by the Agreement and
Plan of Merger, dated as of March 31, 2008, by and among Bentley,
Teva Pharmaceutical Industries Ltd. (NASDAQ: TEVA) (�Teva�) and
Beryllium Merger Corporation (the �Merger Agreement�). As a result
of the merger, Bentley�s common stock will cease to be publicly
traded and each outstanding share of the Company�s common stock
will be converted into the right to receive approximately $14.82 in
cash. If the Merger Agreement is approved by Bentley�s stockholders
at the special meeting, which has been scheduled for Tuesday, July
22, 2008, and the other closing conditions are satisfied or waived
in accordance with the Merger Agreement, the proposed acquisition
is expected to close on July 22 or as soon as administratively
practical after that. The affirmative vote of the holders of a
majority of the shares of the Company�s common stock outstanding
and entitled to vote on the matter will be necessary to approve the
merger. 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. On October 23, 2007, the Company announced
its plan to distribute to its existing stockholders, on a pro rata
basis, all of the shares of common stock of CPEX Pharmaceuticals,
Inc., the Company�s drug delivery division. On March 31, 2008,
Bentley announced that it had entered into an agreement to be
acquired by Teva. As one of the conditions to the consummation of
the acquisition, on June 30, 2008, Bentley completed the spin-off
of its drug delivery business as an independent company known as
CPEX Pharmaceuticals, Inc. (NASDAQ: CPEX). As a result of the
spin-off, Bentley now contains only its generic pharmaceutical
operations, which will be entirely acquired by Teva through a
merger of its wholly owned subsidiary, Beryllium Merger
Corporation, with and into Bentley. 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.
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