BioSante Pharmaceuticals, Inc. (NASDAQ: BPAX) and Cell Genesys,
Inc. (NASDAQ: CEGE), today announced that BioSante stockholders
have approved the merger between the two companies with BioSante as
the surviving company.
Ninety percent (90%) of the Cell Genesys shares voted to date
have been voted in favor of the merger proposal. This leaves Cell
Genesys approximately five percent of its outstanding shares short
of having stockholder approval of the merger. Therefore, Cell
Genesys has adjourned its stockholders meeting until October 14,
2009 to provide Cell Genesys stockholders additional time to cast
their votes regarding the merger proposal. To date, a total of
approximately 49.3 million shares of Cell Genesys have voted in
favor of the merger. A majority of the outstanding shares, or 55.2
million shares, of Cell Genesys common stock as of August 21, 2009
must vote in favor of the merger proposal in order for the merger
to be approved.
“With such a large percentage of Cell Genesys’s stockholders
being individual investors, we believe it is appropriate to extend
the voting period in order to give as many of these investors as
possible a chance to vote,” said Stephen A. Sherwin, M.D., chairman
and CEO of Cell Genesys. “The votes we have received have been
voted overwhelmingly in favor of the merger with BioSante. While we
believe most Cell Genesys stockholders recognize the benefits of
our proposed merger with BioSante, we are concerned that many of
them may not realize how important their individual votes are to
moving this merger forward. The Board of Directors of Cell Genesys
unanimously approved this merger and we continue to believe
strongly that it is very much in the interest of our stockholders
from a financial perspective.”
“We are pleased and want to thank our stockholders for voting
their shares and approving our merger with Cell Genesys,” said
Stephen M. Simes, president and CEO of BioSante. “We look forward
to Cell Genesys getting the remaining votes needed to approve our
merger. We are gratified that Cell Genesys’s largest stockholder
LeRoy Kopp and Kopp Investment Advisors have voted all their shares
in favor of the merger. We continue to believe that the merger
between our companies is in the best interests of our and Cell
Genesys’s stockholders.”
The Cell Genesys special meeting of stockholders will be
reconvened at 9:00 a.m., Pacific Time, on October 14, 2009 at Cell
Genesys’s corporate offices located at 400 Oyster Point Boulevard,
Suite 525, South San Francisco, California 94080. The record date
for the stockholders entitled to vote at the reconvened meeting
remains August 21, 2009.
Proxy materials in connection with the special meetings were
first mailed on August 28, 2009 to stockholders of record of
BioSante and Cell Genesys as of August 21, 2009. Under the terms of
the merger agreement, 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.
Although the BioSante stockholders have approved the merger, the
merger remains subject to approval by the stockholders of Cell
Genesys, as well as to other customary conditions of closing. If
the stockholders of Cell Genesys approve the merger, it is expected
that the merger will close as soon as practicable thereafter.
Cell Genesys stockholders are reminded that their vote is
important. A failure to vote has the same effect as a vote against
the adoption of the merger agreement. Any Cell Genesys stockholder
who has not yet voted is urged to vote FOR the adoption of the
merger agreement and the transaction contemplated thereby. Cell
Genesys stockholders may vote their shares by telephone, by mail or
by Internet in accordance with the instructions set forth in their
proxy materials, and are advised that if they have any questions or
need any assistance in the last-minute voting of their shares, they
should contact Cell Genesys’s proxy solicitor, Innisfree M&A
Incorporated, toll-free at 1-888-750-5834.
Cell Genesys stockholders who have previously given a proxy or
instructions to brokers do not need to re-cast their votes.
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 stockholders 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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