BioSante Pharmaceuticals, Inc. (NASDAQ: BPAX) and Cell Genesys,
Inc. (NASDAQ: CEGE), today announced that each will hold a special
stockholders meeting on September 30, 2009 at which time
stockholders will be asked to approve the previously announced
merger between the companies. On June 29, 2009, BioSante and Cell
Genesys entered into a definitive merger agreement by which the
companies will merge in an all-stock transaction, with BioSante as
the surviving company.
A joint proxy statement/prospectus has been mailed to each
stockholder of record of both companies and both boards of
directors unanimously have recommended a vote “FOR” approval
of the merger. BioSante and Cell Genesys stockholders as of the
record date, August 21, 2009, are entitled to vote their shares at
their respective special stockholders meeting.
Under the terms of the merger agreement, each share of Cell
Genesys common stock held immediately prior to the effective time
of the merger will be converted into 0.1615 of a share of BioSante
common stock, subject to potential upward or downward adjustment,
in accordance with a formula set forth in the merger agreement
which is based on Cell Genesys’s net cash, less certain expenses
and liabilities, on a date 10 calendar days preceding the
anticipated closing date of the merger. As a result of the merger,
BioSante will issue an aggregate of approximately 17.8 million
shares of BioSante common stock to holders of Cell Genesys common
stock and current BioSante stockholders will own approximately 65.0
percent of the outstanding common stock of the combined company and
current Cell Genesys stockholders will own approximately 35.0
percent of the outstanding common stock of the combined company,
assuming the 0.1615 exchange ratio is not adjusted and the number
of outstanding shares of BioSante and Cell Genesys common stock
remains unchanged until immediately prior to the effective time of
the merger
Stephen M. Simes, president and CEO of BioSante, and Phillip B.
Donenberg, CFO of BioSante, will continue to serve in those
positions in the merged company. Dr. Louis W. Sullivan, chairman of
the board of BioSante, will continue in that position. At closing,
Stephen A. Sherwin, M.D., chairman and CEO of Cell Genesys, and
John T. Potts, Jr., M.D., a current member of the Cell Genesys
board, will join the board of directors of the merged company upon
completion of the merger.
“This merger, combined with our recent $12 million financing,
provides BioSante with the funding required for the continued Phase
III development of LibiGel for FSD and offers the potential to
expand our product development portfolio with the addition of GVAX
Immunotherapies,” said Stephen M. Simes, BioSante’s president and
CEO. “LibiGel remains the only pharmaceutical product in the U.S.
in active development for the treatment of hypoactive sexual desire
disorder (HSDD) in menopausal women. We continue to believe that
LibiGel can be the first product approved by the FDA for the common
and unmet medical need of FSD. In addition, our company has had a
long-standing interest in immunotherapy based on our proprietary
vaccine adjuvant, BioVant™, and we look forward to future
value-creating opportunities for stockholders based on Cell
Genesys’s technologies.”
“After reviewing various strategic alternatives, engaging in
discussions with a number of other potential merger candidates and
conducting extensive due diligence on BioSante’s product
development and business activities, our board of directors has
voted unanimously to recommend a merger with BioSante, “ stated
Stephen A. Sherwin, M.D., chairman and CEO of Cell Genesys.
“We believe that BioSante’s lead product, LibiGel, represents a
compelling near term product opportunity with significant upside
potential. We also are impressed with BioSante’s record of
achievement including the recent launch of Elestrin™ (estradiol
gel) as well as their CaP nanotechnology platform which includes
BioVant, a novel vaccine adjuvant with potential in immunotherapy,”
Dr. Sherwin continued.
About LibiGel®
LibiGel is a gel formulation of testosterone designed to be
quickly absorbed through the skin after application of a pea-sized
dose of gel on the upper arm, delivering testosterone to the
bloodstream evenly over time and in a non-invasive and painless
manner. Though generally characterized as a male hormone,
testosterone also is present in women and its deficiency has been
found to decrease libido or sex drive. In addition, studies have
shown that testosterone therapy can increase bone density, raise
energy levels and improve mood, in addition to boosting sexual
desire and activity.
According to a study published in the Journal of the American
Medical Association, 43 percent of American women (about 40
million) experience some degree of impaired sexual function. Among
the more than 1,400 women surveyed, 32 percent lacked interest in
sex and 26 percent could not experience orgasm. According to IMS
data, 2.0 million testosterone prescriptions were written off-label
for women by U.S. physicians in 2007. The majority of women with
FSD are postmenopausal, experiencing FSD due to hormonal changes
following menopause, whether natural or surgical.
About GVAX Immunotherapies
GVAX cancer immunotherapies are non patient-specific therapies
comprised of whole tumor cells that have been modified to secrete
GM-CSF (granulocyte-macrophage colony-stimulating factor), an
immune stimulatory cytokine, and then irradiated for safety. GVAX
is administered via intradermal injections on an outpatient basis.
To date, over 1000 patients have been treated in clinical trials
with different GVAX cancer immunotherapies for various types of
cancer. Although phase III trials in prostate cancer were
discontinued in 2008, phase II trials under physician investigator
sponsored-INDs are ongoing at the Sidney Kimmel Cancer Center at
Johns Hopkins Hospital in pancreatic cancer, leukemia and breast
cancer.
About BioVant
An adjuvant is a substance that, when added to a vaccine,
enhances the vaccine's effectiveness by enhancing the body’s immune
response. In multiple studies, BioVant has been shown to be safe
and cause minimal dose-dependent inflammation at the injection
site, and has been shown both to prevent the manifestation of
allergic response, and, to effectively ‘switch off’ established
Th2-T-cell-associated allergic reactions. BioVant also may permit a
reduction in the needed dosage of vaccine, thereby potentially
improving the safety profile of the vaccine.
About BioSante Pharmaceuticals, Inc.
BioSante is a specialty pharmaceutical company focused on
developing products for female sexual health, menopause,
contraception and male hypogonadism. BioSante's lead products
include LibiGel® (transdermal testosterone gel) in Phase III
clinical development by BioSante under a U.S. Food and Drug
Administration (FDA) SPA (Special Protocol Assessment) for the
treatment of female sexual dysfunction (FSD), and Elestrin™
(estradiol gel) developed through FDA approval by BioSante,
indicated for the treatment of moderate-to-severe vasomotor
symptoms associated with menopause, currently marketed in the U.S.
Also in development are Bio-T-Gel™, a testosterone gel for male
hypogonadism, and an oral contraceptive in Phase II clinical
development using BioSante patented technology. The current market
in the U.S. for estrogen and testosterone products is approximately
$2.5 billion and for oral contraceptives approximately $3 billion.
The company also is developing its calcium phosphate technology
(CaP) for aesthetic medicine (BioLook™), novel vaccines and drug
delivery. Additional information is available online at:
www.biosantepharma.com.
About Cell Genesys, Inc.
Cell Genesys is headquartered in South San Francisco,
California. For additional information, please visit Cell Genesys’
website at www.cellgenesys.com.
Forward-Looking Statements
This news release contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995
about BioSante and Cell Genesys. Such statements include, but are
not limited to, statements about the proposed transaction and its
potential benefits to the BioSante and Cell Genesys stockholders,
the expected timing of the completion of the transaction, the
combined company’s plans, objectives, expectations and intentions
with respect to future operations and products and other statements
that are not historical in nature, particularly those that utilize
terminology such as “will,” “potential”, “could,” “can,” “believe,”
”intends,” “continue,” “plans,” “expects,” “estimates” or
comparable terminology. Forward-looking statements are based on
current expectations and assumptions, and entail various known and
unknown risks and uncertainties that could cause actual results to
differ materially from those expressed in such forward-looking
statements. Important factors known to BioSante and Cell Genesys
that could cause actual results to differ materially from those
expressed in such forward-looking statements include general
business and economic conditions; the failure of the BioSante or
Cell Genesys stockholders to approve the transaction or the failure
of either party to meet any of the other conditions to the closing
of the transaction; the failure to realize the anticipated benefits
from the transaction or delay in realization thereof; the
businesses of BioSante and Cell Genesys may not be combined
successfully, or such combination may take longer, be more
difficult, time-consuming or costly to accomplish than expected;
and operating costs and business disruption following the merger,
including adverse effects on employee retention and on business
relationships with third parties, BioSante’s need for and ability
to obtain additional financing, the difficulty of developing
pharmaceutical products, obtaining regulatory and other approvals
and achieving market acceptance; the marketing success of
BioSante’s licensees or sublicensees and the success of clinical
testing. Additional factors that could cause BioSante’s and Cell
Genesys’s results to differ materially from those described in the
forward-looking statements can be found in BioSante’s recent
registration statement on Form S-4 and BioSante’s and Cell
Genesys’s most recent annual reports on Form 10-K and subsequent
quarterly reports on Form 10-Q and other filings with the
Securities and Exchange Commission, which are filed with the SEC
and available at the SEC’s web site at www.sec.gov and which
discussions also are incorporated herein by reference. The
information set forth herein speaks only as of the date hereof, and
BioSante and Cell Genesys disclaim any intention and do not assume
any obligation to update or revise any forward looking statement,
whether as a result of new information, future events or
otherwise.
Important Additional Information for Investors and
Stockholders
This communication is being made in respect of the proposed
business combination involving BioSante and Cell Genesys. In
connection with the proposed transaction, BioSante has filed with
the SEC, a registration statement on Form S-4, containing a joint
proxy statement/prospectus and other relevant materials. The final
joint proxy statement/prospectus has been mailed to the
stockholders of record as of August 21, 2009, of BioSante and Cell
Genesys. INVESTORS AND SECURITY HOLDERS OF BIOSANTE AND CELL
GENESYS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS) AND OTHER DOCUMENTS FILED
WITH THE SEC CAREFULLY IN THEIR ENTIRETY BECAUSE THEY CONTAIN
IMPORTANT INFORMATION ABOUT BIOSANTE, CELL GENESYS AND THE PROPOSED
TRANSACTION.
Investors and security holders are be able to obtain free copies
of the registration statement and the joint proxy
statement/prospectus and other documents filed with the SEC by
BioSante and Cell Genesys at the SEC’s web site at www.sec.gov.
Free copies of the registration statement and the joint proxy
statement/prospectus and other documents filed with the SEC can
also be obtained by directing a request to BioSante, Attention:
Investor Relations, telephone: (847) 478-0500 or to Cell Genesys,
Attention: Investor Relations., telephone (650) 266-3200. In
addition, investors and security holders may access copies of the
documents filed with the SEC by BioSante on BioSante’s website at
www.biosantepharma.com, and investors and security holders may
access copies of the documents filed with the SEC by Cell Genesys’s
website at www.cellgenesys.com.
BioSante, Cell Genesys and their respective directors and
executive officers and other persons may be deemed to be
participants in the solicitation of proxies from the stockholders
of BioSante and Cell Genesys in respect of the proposed
transaction. Information regarding BioSante’s directors and
executive officers is available in its annual report on Form 10-K
for the year ended December 31, 2008, filed with the SEC on March
16, 2009 and the proxy statement for BioSante’s 2009 annual meeting
of stockholders, filed with the SEC on April 27, 2009.
Information regarding Cell Genesys’ directors and executive
officers is available in its annual report on Form 10-K for the
year ended December 31, 2008, filed with the SEC on March 9, 2009
and the proxy statement for Cell Genesys’ 2009 annual meeting of
stockholders, filed with the SEC on March 31, 2009. Investors and
stockholders can obtain more detailed information regarding the
direct and indirect interests of BioSante’s and Cell Genesys’s
directors and executive officers in the merger by reading the
definitive joint proxy statement/prospectus.
For shareholders of record that require an additional copy of the
prospectus and proxy Please contact: Computershare Trust Company,
NA PO box 43078 Providence Rhode Island 02940-3078 (781) 575-2879
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