RiskMetrics Group – ISS Governance Services Recommends Stockholders Vote “FOR” BioSante and Cell Genesys Merger
17 Setembro 2009 - 9:00AM
Business Wire
BioSante Pharmaceuticals, Inc. (NASDAQ:BPAX) and Cell Genesys,
Inc. (NASDAQ:CEGE), today jointly announced that RiskMetrics Group
– ISS Governance Services, a leading proxy advisory firm, has
recommended that BioSante and Cell Genesys stockholders vote “FOR”
the adoption of the merger agreement between BioSante and Cell
Genesys at their upcoming respective special meeting of
stockholders scheduled to be held on September 30, 2009.
BioSante and Cell Genesys encourage all stockholders to vote
their shares promptly by phone, Internet or by mailing their proxy
card. The boards of directors of both companies unanimously
recommend that stockholders vote “FOR” the adoption of the merger
agreement.
BioSante stockholders in need of assistance voting their shares
can call BioSante’s proxy solicitor, Laurel Hill Advisory Group,
LLC, toll-free at (888) 742-1305. Cell Genesys stockholders in need
of assistance voting their shares can call Cell Genesys’s proxy
solicitor, Innisfree M&A Incorporated, toll-free at (800)
750-5833.
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™), as a vaccine adjuvant,
including for an H1N1 (swine flu) vaccine, 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 the
expected timing of the completion of the transaction 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 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’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 9, 2009
and the proxy statement for Cell Genesys’s 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 proxyPlease contact:Computershare Trust Company,
NAPO box 43078Providence Rhode Island 02940-3078(781) 575-2879
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