Bentley Pharmaceuticals, Inc. completed the previously announced taxable spin-off of its drug delivery business, CPEX Pharmaceuticals, Inc. 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 CPEX will begin regular trading today on the NASDAQ Capital Market under the ticker symbol “CPEX.” Shares of Bentley common stock traded after the record date (June 20, 2008) through the close of trading yesterday on a “when-issued” basis with the right to receive shares of CPEX common stock issued in the spin-off. Bentley’s common stock will continue to trade on the New York Stock Exchange under the ticker symbol “BNT.”
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. 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.
As a result of the spin-off, Bentley now contains only its generic pharmaceutical operations, which will be entirely acquired by Teva Pharmaceutical Industries Ltd., through a merger of its wholly owned subsidiary, Beryllium Merger Corporation, with and into Bentley for an aggregate cash purchase price of approximately $360 million. The board of Bentley set Tuesday, July 22, 2008, as the meeting date for stockholders to vote on the merger. The special stockholders meeting is scheduled to start at 10:00 a.m. ET at the Hilton Garden Inn, 100 High Street, Portsmouth, NH. 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. As previously announced, stockholders of Bentley will receive approximately $15.02 per share of common stock in cash in the acquisition, subject to potential adjustments. The final per-share purchase price, reflecting any potential adjustments, is expected to be announced by Bentley on July 2, 2008.
“The successful spin-off of our drug delivery business enables us to move forward toward completing Bentley’s previously announced merger with Teva,” said James R. Murphy, Chairman & Chief Executive Officer of Bentley Pharmaceuticals. “Given the completion of the spin-off, we remain on track to complete the merger transaction shortly after the special meeting of the stockholders, which is scheduled for July 22, 2008.”
Release date: July 1, 2008
Source: Bentley Pharmaceuticals, Inc.
