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Bentley Board Approves Spin-off of Drug Delivery Business.


Bentley Sets July 22, 2008 as Date for Stockholders to Vote on Proposed Acquisition by Teva Pharmaceutical Industries Teva Pharmaceutical Industries Ltd. (Hebrew: טבע תעשיות פרמצבטיות בע"מ), NASDAQ: TEVA is an international pharmaceutical company headquartered in  Ltd.

EXETER, N.H. -- The board of directors of Bentley Pharmaceuticals, Inc. (NYSE NYSE

See: New York Stock Exchange
: BNT BNT Bentley Pharmaceuticals, Inc. (stock symbol)
BNT Boston Naming Test (psychology)
BNT Bermuda National Trust
BNT Bulgarian National TV
BNT Broadband Network Termination
BNT Binary File Transfer
) today approved the spin-off of its drug delivery business into a new publicly traded company publicly traded company

A company whose shares of common stock are held by the public and are available for purchase by investors. The shares of publicly traded firms are bought and sold on the organized exchanges or in the over-the-counter market.
 to be called CPEX CPEX Customer Profile Exchange  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 [Latin, Proportionately.] A phrase that describes a division made according to a certain rate, percentage, or share.

In a Bankruptcy case, when the debtor is insolvent, creditors generally agree to accept a pro rata share of what is owed to them.
 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 Originally called the NASDAQ Small Cap Market, NASDAQ announced a name change to the NASDAQ Capital Market on September 27, 2005. [1]

The NASDAQ Capital Market exists for securities of smaller, less-capitalized companies (small caps) that do not qualify for
 (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
) 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 Ticker Symbol

An arrangement of characters (usually letters) representing a particular security listed on an exchange or otherwise traded publicly. When a company issues securities to the public marketplace, it selects an available ticker symbol for its securities which investors
 "CPEX." Bentley's common stock will continue to trade on the New York Stock Exchange New York Stock Exchange (NYSE)

World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City.
 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 beryllium (bərĭl`ēəm) [from beryl ], metallic chemical element; symbol Be; at. no. 4; at. wt. 9.01218; m.p. about 1,278°C;; b.p. 2,970°C; (estimated); sp. gr. 1.85 at 20°C;; valence +2.  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 Wholly Owned Subsidiary

A subsidiary whose parent company owns 100% of its common stock.

Notes:
In other words, the parent company owns the company outright and there are no minority owners.
 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 Hilton Garden Inn is the name of a chain of hotels operated by Hilton Hotels Corporation. Hilton Garden Inns are considered to be upscale, mid-priced hotels that are designed for both business and leisure travelers. The hotel brand is similar to that of the Courtyard by Marriott brand. , 100 High Street, Portsmouth, New Hampshire Portsmouth, New Hampshire is a city in Rockingham County, New Hampshire in the United States of America. It is the fourth-largest community in the county[1], with a population of 20,784 as of the 2000 census. .

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 Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 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 Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 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 Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
 Statement under the U. S. Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  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 An action brought in court to enforce a particular right. The act or process of bringing a lawsuit in and of itself; a judicial contest; any dispute.

When a person begins a civil lawsuit, the person enters into a process called 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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Publication:Business Wire
Date:Jun 12, 2008
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