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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.