July 23rd, 2008, Teva Pharmaceutical announced that it had completed its acquisition of Bentley Pharmaceuticals, which will operate in Spain under the Teva name. At closing, Bentley consisted solely of its generic pharmaceutical operations, following the spin-off of its drug delivery business (now operating as CPEX Pharmaceuticals) to its stockholders on June 30th, 2008. The aggregate purchase price paid by Teva was approximately $360 million in cash, or approximately $14.82 per Bentley share.
Bentley Pharmaceuticals, Inc. operates as a specialty pharmaceutical company. It focuses on developing, licensing, and sale of generic and branded pharmaceutical products and active pharmaceutical ingredients, and the manufacturing of pharmaceuticals for others; and research, development, and licensing/commercialization of advanced drug delivery technologies and pharmaceutical products.
July 3rd, 2008, Bentley Pharmaceuticals announced that the aggregate cash purchase price for its acquisition by Teva Pharmaceutical Industries had been adjusted in accordance with the merger agreement after completion of the previously announced taxable spin-off of its drug delivery business, CPEX Pharmaceuticals. Bentley stockholders will receive from Teva a final per-share purchase price of approximately $14.82 in cash in exchange for their Bentley common stock if the merger agreement is approved by Bentley's stockholders and the other closing conditions are satisfied or waived in accordance with the merger agreement. The decrease in the purchase price reflects the purchase price adjustments set forth in the merger agreement, as follows: (i) an aggregate reduction, in the amount of $252,168 (approximately $0.01 per share) to compensate Teva for tax liabilities that Bentley incurred from the distribution of the common stock of CPEX to Bentley's stockholders in the spin-off on June 30, 2008, as calculated based upon specified thresholds set forth in the merger agreement, and (ii) a reduction to account for the equitable adjustment to the exercise price and number of Bentley options and restricted stock units that was made in connection with the spin-off of CPEX.
June 12th, 2008, The board of directors of Bentley Pharmaceuticals approved the spin-off of its drug delivery business into a new publicly traded company to be called CPEX Pharmaceuticals, Inc.
March 31st, 2008, Teva Pharmaceutical Industries and Bentley Pharmaceuticals announced that they 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.
The transaction is expected to close in the third quarter of 2008. Teva will fund the acquisition from its internal resources.