Teva to Acquire Bentley Pharmaceuticals
March 31 2008 - 5:00AM
Business Wire
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.
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