Bentley Pharmaceuticals, Inc. Announces Initial Filing of Form 10 Registration Statement for Spin-off of Drug Delivery Business
2007年12月27日 - 10:30PM
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Bentley Pharmaceuticals, Inc. (the �Company� or �Bentley�) (NYSE:
BNT), today announced that its newly formed subsidiary, CPEX
Pharmaceuticals, Inc., has filed an initial registration statement
on Form 10 with the Securities and Exchange Commission (SEC) in
furtherance of Bentley's plan to separate its drug delivery
business from Bentley. Completion of the proposed spin-off is
subject to numerous conditions, including final approval by
Bentley�s Board of Directors and the effectiveness of the
registration statement on Form 10, which is subject to review by
the SEC. Bentley plans to spin off the drug delivery business in
CPEX Pharmaceuticals as an independent, publicly traded company.
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 of up to 24 months. �Filing
the Form 10 with the SEC is an important milestone for the planned
spin-off of CPEX,� said James R. Murphy, Chairman and CEO of
Bentley. �We are pleased with our progress and believe we are on
track to complete the spin-off in a timely manner.� The Form 10
registration statement is posted on the SEC website at www.sec.gov
under the name of CPEX Pharmaceuticals, Inc. 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 spin-off, CPEX Pharmaceuticals will be
based in Exeter, NH and will employ approximately 20 individuals.
Forward-Looking Statements This press release contains certain
forward-looking statements, which are based on management�s good
faith expectations and beliefs concerning future developments of
Bentley and CPEX Pharmaceuticals. 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� plans for executing the spin-off, the taxable
nature and timing of the spin-off, and future prospects of the
companies as independent companies, 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; the discretion of Bentley�s Board of Directors to
delay or cancel the spin-off prior to execution; and other
uncertainties detailed in Bentley�s most recent Annual Report on
Form 10-K and its other subsequent periodic reports filed with the
Securities and Exchange Commission, as well as the risks set forth
in the "Risk Factors" section of the CPEX Form 10 registration
statement. The Company disclaims any intent or obligation to update
these forward-looking statements.
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