Bentley shareholders OK merger agreement with Teva; acquisition complete

By Jennifer Chiou

New York, July 22 - Bentley Pharmaceuticals, Inc. and Teva Pharmaceutical Industries Ltd. announced that Teva's acquisition of Bentley was completed after Bentley shareholders authorized the agreement.

Of the 22,727,434 issued and outstanding Bentley common shares, 15,599,131 shares, representing 68.6% of the shares entitled to vote on the merger proposal, voted at the special meeting, and 15,530,418, or about 68.3%, voted in favor of the acquisition at the Tuesday meeting.

The merger consideration paid by Teva was $359.7 million. On July 3, the companies reduced the cash purchase price in their proposed merger to $14.82 per share of Bentley stock from $15.02. The decrease reflects the purchase price adjustments set forth in the merger agreement.

On June 30, Bentley completed the spinoff of its drug delivery business as an independent company known as CPEX Pharmaceuticals, Inc.

As a result of the spinoff, at the closing of the acquisition by Teva, Bentley contained only its generic pharmaceutical operations.

Each Bentley stockholder received, on a pro rata basis, a dividend on Bentley common stock of one CPEX share for every 10 shares of Bentley common stock they owned as of the close of business on June 20, it was previously reported.

With the spinoff complete, Teva acquired Bentley, merging the company with and into Teva subsidiary Beryllium Merger Corp.

It was previously reported that Teva agreed in March to acquire Bentley's remaining generic pharmaceutical business following the spinoff of CPEX for about $15.02 cash per share, or a total of some $360 million, as well as shares of CPEX.

Teva develops, manufactures and markets generic and human pharmaceuticals, as well as active pharmaceutical ingredients. The company is based in Petach Tikva, Israel.

Bentley is a specialty pharmaceutical company located in Exeter, N.H. It manufactures and markets active pharmaceutical ingredients through its subsidiary, Bentley API.

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