SOURCE: Spencer Pharmaceutical, Inc.

December 14, 2010 09:00 ET

Spencer Pharmaceutical Announces Supplemental Information of Offer From Al-Dorra

BOSTON, MA--(Marketwire - December 14, 2010) - Spencer Pharmaceutical Inc. (PINKSHEETS: SPPH) announced supplemental information of the buyout offer with the Al-Dorra Group today.

As previously announced on December 10, 2010 -- The general terms of the formal offer presented to the board of directors: Al-Dorra will offer to purchase the issued and outstanding shares of Spencer Pharmaceutical for an aggregate of $245 million USD in an all cash transaction to close on or before March 17, 2011. As per the terms of the formal offer, Al-Dorra reserves the right to acquire shares in the open market and Al-Dorra will deposit $500,000 in the Company's account to be used to pay legal fees and expenses associated with the ongoing business operations of Spencer Pharmaceutical.

The supplemental information on the buyout offer is as follows: -- The Offeror (Al-Dorra) has set a minimum of 70% of the issued and outstanding common shares in the Company needed to close the offer; the Offeror may also acquire issued and outstanding shares through the open market with the objective of acquiring up to 100% of the shares of the Company common stock; funds will be placed into escrow with an escrow agent that both parties mutually agree to and or proof of funds for the purpose of the offer; the Offeror will send a notification mailing out to the Company's shareholders five business days after the funds are placed into escrow and or proof of funds for the offer; it is anticipated that the funds will go into the escrow agent on Monday, January 31st, 2011 and the offer will remain effective for 33 business days to March 17th, 2011 (the "Closing") (the escrow agent will only release funds to shareholders once the 70% minimum has been achieved). The Offeror may, subsequent to the Closing, extend the Offer to purchase additional common shares, purchase shares on the open market or take whatever action needed to meet the objective of achieving 100% of the shares of Company's common stock.

About Spencer Pharmaceutical Inc.

Spencer Pharmaceutical Inc. is a US-based Pharmaceutical Research and Development Corporation, which is developing innovative drug release and absorption systems for the treatment of metabolic diseases such as diabetes and metabolic syndrome.

Important Information About Forward-Looking Statements
In this press release may be "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "anticipate," "believe," "estimate," "expect," "intend" and similar expressions, as they relate to the company or its management, identify forward-looking statements. These statements are based on current expectations, estimates and projections about the company's business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may, and probably will, differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including those described above. In addition, such statements could be affected by risks and uncertainties related to the exploration for and development of mineralized material, product demand, market and customer acceptance, competition, pricing and development difficulties, as well as general industry and market conditions and growth rates and general economic conditions. Any forward-looking statements speak only as of the date on which they are made, and the company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this release. Information on the Company's website does not constitute a part of this release.

Contact Information

  • Contact:
    Dr. Max Arella
    President
    Spencer Pharmaceutical Inc.
    Tel. 1+(617) 973-5017