BioSante Pharmaceuticals and Cell Genesys Announce Final Exchange Ratio for Merger
22 Setembro 2009 - 7:30PM
Business Wire
BioSante Pharmaceuticals, Inc. (NASDAQ: BPAX) and Cell Genesys,
Inc. (NASDAQ: CEGE), today announced that they have determined the
final exchange ratio as 0.1828 in connection with the previously
announced merger between the companies. If the merger is completed,
Cell Genesys stockholders will receive 0.1828 of a share of
BioSante common stock for each share of Cell Genesys common stock
they hold immediately prior to the effective time of the merger.
Each company is scheduled to hold a special meeting of stockholders
on September 30, 2009 at which time stockholders will be asked to
approve the merger. BioSante and Cell Genesys expect to close the
proposed merger promptly after such stockholder approvals have been
obtained.
The exchange ratio was calculated pursuant to the terms of the
definitive merger agreement entered into on June 29, 2009 between
BioSante and Cell Genesys and was based on Cell Genesys’s net cash,
less certain expenses and liabilities, as of September 20, 2009, a
date ten calendar days preceding the anticipated closing date of
the merger. The parties determined that Cell Genesys’s net cash as
of such determination date was $23.8 million. Since this amount
exceeded the applicable net cash target amount of $22.1 million by
$1.7 million, the exchange ratio was adjusted upwards from 0.1615
of a share of BioSante common stock to 0.1828 of a share of
BioSante common stock. If the merger is completed, BioSante will
issue an aggregate of approximately 20.2 million shares of BioSante
common stock to holders of Cell Genesys common stock and current
BioSante stockholders will own approximately 62 percent of the
outstanding common stock of the combined company and current Cell
Genesys stockholders will own approximately 38 percent of the
outstanding common stock of the combined company, assuming the
number of outstanding shares of BioSante and Cell Genesys common
stock remains unchanged until immediately prior to the effective
time of the merger.
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, the expected
net cash to be received by BioSante in connection with 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’ 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 proxyPlease contact:Computershare Trust Company,
NAPO box 43078Providence Rhode Island 02940-3078(781) 575-2879
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