Bentley Pharmaceuticals' Stockholders Approve Merger Agreement
22 Julio 2008 - 4:15PM
Business Wire
Bentley Pharmaceuticals, Inc. (NYSE: BNT) (�Bentley� or the
�Company�) announced today that its stockholders have approved the
Agreement and Plan of Merger, dated as of March 31, 2008, by and
among the Company, Teva Pharmaceutical Industries Ltd. (NASDAQ:
TEVA) (�Teva�) and Beryllium Merger Corporation (the �Merger
Agreement�) and the acquisition of Bentley by Teva was completed.
Pursuant to the terms of the Merger Agreement, Bentley became a
wholly owned subsidiary of Teva, ceased to be publicly traded and
accordingly its common stock will no longer be listed on the New
York Stock Exchange. Each outstanding share of the Company�s common
stock was converted into the right to receive a portion of the
aggregate merger consideration, or approximately $14.82 per share.
The aggregate merger consideration paid by Teva was approximately
$359.7 million. Of the 22,727,434 issued and outstanding Bentley
common shares as of the record date, 15,599,131 shares,
representing 68.6% of the shares entitled to vote on the merger
proposal, voted at the special meeting. 15,530,418 shares, or
approximately 68.3%, voted in favor of the acquisition. Teva,
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% of Teva�s sales are in North America and Western Europe.
The Merger Agreement and the transactions contemplated thereby and
related proposals were described in a definitive proxy statement
filed with the Securities and Exchange Commission (�SEC�).
Investors and security holders are advised to read the proxy
statement for additional information regarding the acquisition and
Teva Pharmaceutical Industries Ltd. Investors and security holders
may obtain such materials and other documents filed by Bentley at
the SEC�s website at http://www.sec.gov. 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
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, at the closing of
the acquisition by Teva, Bentley contained only its generic
pharmaceutical operations. 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. 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: 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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