23.10.2007 11:30:00
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Bentley Pharmaceuticals, Inc. Announces Plans to Separate Its Two Businesses and Explore Strategic Alternatives with Respect to Its Generics Business
Bentley Pharmaceuticals, Inc. (the "Company”
or "Bentley”)
(NYSE: BNT), today announced that its Board of Directors has completed a
strategic review of the Company and unanimously approved a plan to
separate its drug delivery business from Bentley in a transaction that
will result in two independent and highly focused public companies. The
Board of Directors also announced its intention to explore strategic
alternatives with respect to its generics business.
"The Board believes that by separating
Bentley into two focused and better understood companies, the
opportunities for both the drug delivery business and the generics
pharmaceutical business could be substantially enhanced and greater
value could be created than under the current structure,”
said James R. Murphy, Chairman and CEO. "Operating
separately will allow each company to benefit from greater strategic and
managerial focus. The separation will enable the two businesses to
compete more effectively in their respective markets and optimize their
respective business goals, research initiatives and capital
requirements. We believe that our decision to separate our two
businesses and to explore all available strategic alternatives with
respect to the generics business may result in increased value for our
shareholders,” said Mr. Murphy.
Spin-off of Drug Delivery Business
Completion of the proposed spin-off is subject to numerous conditions,
including final approval by Bentley’s Board
of Directors and the filing and effectiveness of a registration
statement with the Securities and Exchange Commission.
Bentley plans to spin off the drug delivery business as an independent,
publicly traded company to be known as CPEX Pharmaceuticals, Inc. ("CPEX
Pharmaceuticals”). Bentley’s
drug delivery business segment reported revenues of $8.4 million in
2006. Bentley plans to implement the spin-off through a taxable stock
dividend of all CPEX Pharmaceuticals common stock to Bentley
shareholders. CPEX Pharmaceuticals plans to seek a listing on the Nasdaq
Capital Market under the ticker symbol "CPEX”
and Bentley will continue to trade on the NYSE under its current ticker
symbol "BNT.” Upon
completion of the plan, Bentley will focus on the generics
pharmaceutical business.
Until CPEX Pharmaceuticals can fully establish its own operations,
Bentley will provide transitional services, including managerial,
operational and administrative support, for a period up to 24 months.
The key executive officer positions, as well as the Board of Directors,
of each of the companies will be named prior to the consummation of the
plan.
"The generics and drug delivery businesses
have very different strategic goals, key performance indicators and
shareholder expectations. Because the synergies between these businesses
are limited, we concluded that separating them at this time would result
in greater transparency for our shareholders, and allow the businesses
to compete more effectively in their respective markets,”
said Mr. Murphy.
CPEX Pharmaceuticals, Inc.
CPEX Pharmaceuticals will focus on developing innovative drug delivery
technologies based on the Company’s unique
CPE-215 permeation enhancement technology. This technology has been
validated through commercialization of Testim®,
a testosterone gel marketed by Auxilium Pharmaceuticals and is also
currently being used to develop Nasulin®, an
intranasal insulin product. Following the consummation of the plan, CPEX
Pharmaceuticals will be based in Exeter, NH and will employ
approximately 20 individuals.
Strategic Review of Generics Business
The generics pharmaceutical business is the larger of the two business
segments of Bentley, with revenues in 2005 and 2006 of $91.6 million and
$101.1 million, respectively. Following the consummation of the plan,
Bentley will maintain its significant commercial and manufacturing
presence in Europe and continue to develop, market and license current
and pipeline pharmaceuticals. Following the spin-off, Bentley will
employ approximately 425 individuals, including its current senior
management team in Spain. Bentley will also continue to maintain
corporate headquarters in Exeter, NH. The Company’s
current manufacturing, sales and marketing, and R&D centers in Europe
will be virtually unaffected by the spin-off.
"Over the past five years our generics
business has grown from $38.7 million in revenue to $101.1 million, and
is the 7th largest generic company in Spain. Along the way it has
modernized its facilities, improved efficiencies in manufacturing and
product introduction, and built a sophisticated sales and marketing
infrastructure focused on capturing market opportunities within Spain
and outside its borders. We believe that the time is right to conduct a
review of the strategic alternatives available to the generics business
and that such review can deliver greater value for our shareholders,”
said Mr. Murphy.
At this time, the Company intends to pursue all options available to
seek the highest value for shareholders. However, the Company can give
no assurance that either a transaction involving the generics business
or that the spin-off of the drug delivery business will occur or that
Bentley’s business will not be affected by
the uncertainty arising from any potential transaction. More information
regarding CPEX Pharmaceuticals will be included in a Form 10 to be filed
with the SEC. The Board does not intend to provide any update with
respect to its review of potential strategic alternatives until it has
approved a definitive course of action.
The Board of Directors has retained Deutsche Bank as financial advisor,
and Skadden, Arps, Slate, Meagher & Flom LLP as legal advisor with
respect to the spin-off transaction and to support Bentley in its
strategic review.
Forward Looking Statements
This press release contains certain forward-looking statements, which
are based on management’s good faith
expectations and belief concerning future developments of the companies.
Forward-looking statements can be identified by the use of words such as "in
the future,” "will,” "may,” "believe,” "expect,” "plans,” "strategy,” "intends,”
and "estimate.”
Statements that refer to Bentley’s or CPEX
Pharmaceuticals’ financial projections or
estimated future results, including but not limited to discussions of
plans for executing the spin-off, the taxable nature of the spin-off,
future prospects of the companies as independent companies, growth
objectives, products (future products, regulatory filings and/or
expected approvals and potential markets), strategy, revenue and market
growth and the like, are forward-looking statements that reflect the
Company’s current analysis of existing
trends, information and current plans. Actual results may differ from
current expectations based on a number of factors affecting the Company’s
businesses, including changing competitive, regulatory and market
conditions; inherent uncertainty associated with financial projections,
which cannot be predicted with certainty; unpredictability associated
with the timing and the results of both the research and development and
regulatory processes; domestic and foreign health care and cost
containment reforms; technological advances and patents obtained by
competitors; approval, introduction and consumer acceptance of new
products and continuing acceptance of currently marketed products;
timely and successful implementation of strategic alternatives;
uncertainty associated with the identification of and successful
execution of external corporate development transactions and strategic
alliance partners; each company’s ability to
obtain and maintain a sufficient supply of its products to meet market
demand in a timely manner; matters affecting the economy in general,
such as changes in interest and currency exchange rates; the
uncertainties associated with effecting a spin-off of a separate public
company; and the discretion of Bentley’s
Board of Directors to delay or cancel the spin-off prior to execution.
The Company disclaims any intent or obligation to update these
forward-looking statements.
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