Teva to Acquire Bentley Pharmaceuticals

  
    
  
  
    
      Teva Pharmaceutical Industries Ltd. (Nasdaq: TEVA) and Bentley 
      Pharmaceuticals, Inc. (NYSE: BNT) announced today that they have entered 
      into a definitive agreement under which Teva will acquire Bentley. The 
      acquisition will take place following the spin-off of Bentley’s 
      drug delivery business to its shareholders, which Bentley announced on 
      October 23, 2007.
    
    
      Teva will acquire Bentley, which at closing will consist solely of the 
      generic pharmaceutical operations, for an aggregate cash purchase price 
      of approximately $360 million. Shareholders of Bentley will receive 
      approximately $15.02 per share in cash in the acquisition (which price 
      is subject to potential adjustment, as described below), and also will 
      receive shares of CPEX Pharmaceuticals, Inc. pursuant to the spin-off, 
      which will occur before the acquisition.
    
    
      Bentley manufactures and markets a portfolio of approximately 130 
      pharmaceutical products in various dosages and strengths, as both 
      branded generic and generic products, to physicians, pharmacists and 
      hospitals. Bentley markets its products primarily in Spain, but also 
      sells generic pharmaceuticals in other parts of the European Union. 
      These efforts are supported by finished dosage and active pharmaceutical 
      ingredient manufacturing facilities. Bentley’s 
      generic pharmaceutical operations generated revenues of approximately 
      $114 million for the year ended December 31, 2007.
    
    
      Commenting on today’s transaction, Shlomo 
      Yanai, Teva’s President and Chief Executive 
      Officer, said: “This is an important 
      acquisition for Teva, as the combination of Teva Spain and Bentley will 
      provide us with a platform to capture a leading position in the 
      fast-growing Spanish generic pharmaceutical market. Spain was identified 
      as one of our target markets in the strategic review we conducted last 
      year. We are extremely pleased that we will have Bentley’s 
      strong management and work force, complementing our existing management 
      team, to support our growth strategy.”
    
    
      “We are excited about today’s 
      announcement. By separately selling Bentley’s 
      generic operations while spinning off its drug delivery business, we 
      believe that we are maximizing shareholder value,” 
      added James R. Murphy, Bentley’s Chairman 
      and Chief Executive Officer. “Our generic 
      pharmaceutical operations will serve as the platform on which Teva can 
      build a leading position in Spain. Becoming part of the world’s 
      leading generic pharmaceutical company – and 
      gaining access to its extensive resources and expertise in generic R&D, 
      manufacturing and marketing – will enable us 
      to better serve our customers in bringing to market high quality and 
      affordable generic pharmaceuticals.”
    
    
      Teva initially established a presence in Spain in 2004. Since then, TEVA 
      Genericos Espanola, S.L. has introduced more than 60 products targeted 
      both to hospitals and pharmacies. Teva is currently the fourth largest 
      generic company in Spain in the hospital market. Teva, through the 
      combination of its existing operations in Spain and Bentley’s 
      operations, will offer the Spanish market over 170 products (in 
      approximately 465 presentations) and will have over 45 products pending 
      generic product registrations. Teva expects that the acquisition of 
      Bentley’s generic pharmaceutical operations 
      will become accretive within 12 months of closing.
    
    
      The boards of directors of both companies have unanimously approved the 
      transaction. Closing is subject to certain conditions, including 
      completion of the proposed spin-off of Bentley’s 
      drug delivery business, antitrust approvals, the approval of Bentley’s 
      shareholders and other customary closing conditions. Approval by Teva’s 
      shareholders is not required. Mr. James Murphy and Mr. Michael McGovern, 
      Bentley’s Vice Chairman, who currently hold 
      an aggregate of approximately 13.8% of the outstanding Bentley shares, 
      have agreed to vote their shares in favor of the transaction. The 
      transaction is expected to close in the third quarter of 2008. Teva will 
      fund the acquisition from its internal resources.
    
    
      Based on the exercise price and number of outstanding shares and options 
      of Bentley as of the signing, and prior to any potential tax or options 
      adjustments as result of the spin-off, the purchase price per share of 
      Bentley common stock to be paid by Teva in the acquisition is 
      approximately $15.02. If the value of the CPEX stock distributed to 
      Bentley shareholders in the spin-off described above exceeds certain 
      thresholds set forth in the merger agreement, then the per share price 
      would be reduced by a percentage of that excess. This reduction is 
      designed to compensate Teva for tax liabilities it may assume as a 
      result of the spin-off. In addition, in order to account for the 
      equitable adjustment to the exercise price and number of Bentley options 
      and restricted stock units that will be made in connection with the 
      spin-off of CPEX, the per share price will be recalculated prior to the 
      shareholders’ meeting in order to spread the 
      aggregate purchase price across all shares of Bentley common stock then 
      outstanding and all options for Bentley common stock with an exercise 
      price less than the price per share to be paid in the acquisition. The 
      final per share price, reflecting any potential adjustments as a result 
      of the spin-off, will be announced by Bentley at least 14 days prior to 
      its shareholders’ meeting relating to the 
      transaction.
    
    
      More information on both companies can be found at www.tevapharm.com 
      and www.bentleypharm.com.
    
    
      About Teva
    
    
      Teva Pharmaceutical Industries Ltd., headquartered in Israel, is among 
      the top 20 pharmaceutical companies in the world and is the leading 
      generic pharmaceutical company. The company develops, manufactures and 
      markets generic and innovative pharmaceuticals and active pharmaceutical 
      ingredients. Over 80 percent of Teva’s sales 
      are in North America and Western Europe.
    
    
      About Bentley
    
    
      Bentley Pharmaceuticals, Inc. is a specialty pharmaceutical company 
      focused on advanced drug delivery technologies and generic 
      pharmaceutical products. Bentley’s 
      proprietary drug delivery technologies enhance the absorption of 
      pharmaceutical compounds across various membranes. 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.
    
    
      Important Information
    
    
      In connection with the proposed transaction, Bentley will prepare a 
      proxy statement for its stockholders to be filed with the Securities and 
      Exchange Commission (the “SEC”). 
      The proxy statement will contain information about Bentley, the proposed 
      transaction and related matters. STOCKHOLDERS ARE URGED TO READ THE 
      PROXY STATEMENT CAREFULLY WHEN IT IS AVAILABLE, AS IT WILL CONTAIN 
      IMPORTANT INFORMATION THAT STOCKHOLDERS SHOULD CONSIDER BEFORE MAKING A 
      DECISION ABOUT THE TRANSACTION. 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 proposed transaction. 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.
    
    
      Teva’s Safe Harbor Statement under the U. 
      S. Private Securities Litigation Reform Act of 1995:
    
    
      This release contains forward-looking statements, which express the 
      current beliefs and expectations of management. Such statements are 
      based on management’s current beliefs and 
      expectations and involve a number of known and unknown risks and 
      uncertainties that could cause Teva’s future 
      results, performance or achievements to differ significantly from the 
      results, performance or achievements expressed or implied by such 
      forward-looking statements. Important factors that could cause or 
      contribute to such differences include risks relating to: when and 
      whether the proposed acquisition will be consummated, Teva’s 
      ability to rapidly integrate Bentley’s’ 
      operations with its own operations and achieve expected synergies, the 
      diversion of management time on merger-related issues, Teva’s 
      ability to accurately predict future market conditions, potential 
      liability for sales of generic products prior to a final resolution of 
      outstanding patent litigation, including that relating to the generic 
      versions of Allegra®, 
      Neurontin®, Lotrel®, 
      Famvir® and Protonix®, 
      Teva’s ability to successfully develop and 
      commercialize additional pharmaceutical products, the introduction of 
      competing generic equivalents, the extent to which Teva may obtain U.S. 
      market exclusivity for certain of its new generic products and 
      regulatory changes that may prevent Teva from utilizing exclusivity 
      periods, competition from brand-name companies that are under increased 
      pressure to counter generic products, or competitors that seek to delay 
      the introduction of generic products, the impact of consolidation of our 
      distributors and customers, the effects of competition on our innovative 
      products, especially Copaxone® 
      sales, the impact of pharmaceutical industry regulation and pending 
      legislation that could affect the pharmaceutical industry, the 
      difficulty of predicting U.S. Food and Drug Administration, European 
      Medicines Agency and other regulatory authority approvals, the 
      regulatory environment and changes in the health policies and structures 
      of various countries, our ability to achieve expected results though our 
      innovative R&D efforts, Teva’s ability to 
      successfully identify, consummate and integrate acquisitions, potential 
      exposure to product liability claims to the extent not covered by 
      insurance, dependence on the effectiveness of our patents and other 
      protections for innovative products, significant operations worldwide 
      that may be adversely affected by terrorism, political or economical 
      instability or major hostilities, supply interruptions or delays that 
      could result from the complex manufacturing of our products and our 
      global supply chain, environmental risks, fluctuations in currency, 
      exchange and interest rates, and other factors that are discussed in Teva’s 
      Annual Report on Form 20-F and its other filings with the U.S. 
      Securities and Exchange Commission. Forward-looking statements speak 
      only as of the date on which they are made and the Company undertakes no 
      obligation to update or revise any forward-looking statement, whether as 
      a result of new information, future events or otherwise.
    
    
      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, Bentley’s 
      plans to spin-off its drug delivery business into an independent public 
      company and growth prospects for the specialty generics businesses. 
      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: antitrust and other regulatory approvals, approval 
      of the proposed transaction by the shareholders of Bentley, product 
      approvals, changes in third-party reimbursement and government mandates 
      that impact pharmaceutical pricing, competition from other manufacturers 
      of generic and proprietary pharmaceuticals, intellectual property 
      litigation, the efficacy and safety of Bentley’s 
      products, the unpredictability of patent protection, international 
      operations, Bentley’s ability to complete the 
      spin-off, 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.