Spencer Pharmaceutical's Board of Directors in Favour of Buyout Offer

Spencer Pharmaceutical's Board of Directors in Favour of Buyout Offer

Spencer Pharmaceutical Inc. (PINK:SPPH) announced today that its board of directors is in favour of the buyout offer at $0.97 per share.

According to the company, the board of directors is in favour of a buyout at a price of $0.97 and will work diligently to see to a successful transaction. The company has requested details from the acquirer as well as timeline and have requested that funds be transferred to an independent escrow agent. The company expects to release the name of the private equity fund on or before November 19, 2010 and file appropriate supplemental information on the alternative reporting system of the OTC Markets.

Spencer's board of directors will continue to work with its investment banking advisers to determine the best course of action and timeline to successfully complete the buyout transaction.

"Although we believe the value of the company to be more towards $1.58 per share, the offer of $0.97 is acceptable and shareholders will be provided the opportunity to vote on the offer as per the normal process," said Dr. Max Arella, President of Spencer Pharmaceutical Inc. "We have lots of work to do in making sure that the offer can be approved by shareholders as well as regulatory authorities; However, we will continue as business as usual with our licensing of our MET4 and slow release Ibuprofen," further added Dr. Arella.

The final terms and conditions of the transaction will be determined in a definitive agreement, which is expected to be signed on or before December 9, 2010. Although both parties are of goodfaith, no assurances can be provided that a definitive agreement will be executed. The execution of a definitive agreement is subject to, among other things, confirming due diligence by Spencer and offerer, and other conditions and approvals by both companies' management, board of directors and shareholders, as appropriate.

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.

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