Bentley Pharmaceuticals Notifies NYSE of Intention to Delist Common Stock.EXETER, N.H. -- 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 ) ("Bentley" or the "Company") announced today that it notified 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. (the "NYSE") of its intent to delist delist To drop a security from trading on an organized exchange. Delisting may occur for a number of reasons including failure to meet an exchange's standards or placement of a new listing on another exchange. Compare list. 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 Teva Pharmaceutical Industries Ltd. (Hebrew: טבע תעשיות פרמצבטיות בע"מ), NASDAQ: TEVA is an international pharmaceutical company headquartered in Ltd. (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 : TEVA) ("Teva") 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 (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 [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. basis, all of the shares of common stock of CPEX CPEX Customer Profile Exchange 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 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. , 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 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. , 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 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. , 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 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 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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