Printer Friendly
The Free Library
19,607,059 articles and books
Member login
User name  
Password 
 
Join us Forgot password?

BioSante Pharmaceuticals and Cell Genesys Announce Approval of Merger by BioSante Stockholders and Adjournment of Cell Genesys Stockholders Meeting Until October 14, 2009.


LINCOLNSHIRE, Ill. & SOUTH SAN FRANCISCO South San Francisco, city (1990 pop. 54,312), San Mateo co., W Calif.; inc. 1908. South San Francisco has several industrial parks; its manufactures include medical supplies and equipment, foods, paint, paper products, consumer goods, and clothing. , Calif. -- BioSante Pharmaceuticals, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: BPAX) and Cell Genesys, Inc. (NASDAQ: CEGE CEGE Combat Equipment Group Europe
CEGE comité des étudiants en génie électrique
), today announced that BioSante stockholders have approved the merger between the two companies with BioSante as the surviving company surviving company

The company that emerges in control following a business combination. The surviving company is generally one of the firms entering the combination but may be a new company formed by the combination.
.

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 (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board.  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 grat·i·fy  
tr.v. grat·i·fied, grat·i·fy·ing, grat·i·fies
1. To please or satisfy: His achievement gratified his father. See Synonyms at please.

2.
 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 South San Francisco is a city in San Mateo County, California, United States, located on the San Francisco Peninsula in the San Francisco Bay Area. The population was 60,552 at the 2000 census.  94080. The record date for the stockholders entitled to vote at the reconvened meeting remains August 21, 2009.

Proxy materials Proxy Materials

Documents regulated by the Securities & Exchange Commission in which a public company outlines its methods and procedures. These documents are used to inform shareholders and solicit votes for corporate decisions, such as the election of directors and other
 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 Proxy Solicitor

A specialist (firm) hired to gather proxy votes.
, 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 Noun 1. male hypogonadism - the state of being a eunuch (either because of lacking testicles or because they failed to develop)
eunuchoidism

hypogonadism - incompetence of the gonads (especially in the male with low testosterone); results in deficient
. BioSante's lead products include LibiGel[R] (transdermal testosterone gel) in Phase III Noun 1. phase III - a large clinical trial of a treatment or drug that in phase I and phase II has been shown to be efficacious with tolerable side effects; after successful conclusion of these clinical trials it will receive formal approval from the FDA  clinical development by BioSante under a U.S. Food and Drug Administration (FDA FDA
abbr.
Food and Drug Administration


FDA,
n.pr See Food and Drug Administration.

FDA,
n.pr the abbreviation for the Food and Drug Administration.
) SPA (Special Protocol Assessment) for the treatment of female sexual dysfunction sexual dysfunction

Inability to experience arousal or achieve sexual satisfaction under ordinary circumstances, as a result of psychological or physiological problems.
 (FSD FSD Female Sexual Dysfunction
FSD File System Driver
FSD Family Support Division
FSD Fire Services Department (Hong Kong)
FSD Full Scale Development
FSD Full Scale Deflection
FSD Federal Systems Division
), and Elestrin[TM] (estradiol gel) developed through FDA approval by BioSante, indicated for the treatment of moderate-to-severe vasomotor vasomotor /vaso·mo·tor/ (-mo´tor)
1. affecting the caliber of blood vessels.

2. a vasomotor agent or nerve.


va·so·mo·tor
adj.
 symptoms associated with menopause, currently marketed in the U.S. Also in development are Bio-T-Gel[TM], a testosterone gel for male hypogonadism, and an oral contraceptive oral contraceptive
n.
A pill, typically containing estrogen or progesterone, that prevents conception or pregnancy. Also called birth control pill.
 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 Oral Contraceptives Definition

Oral contraceptives are medicines taken by mouth to help prevent pregnancy. They are also known as the Pill, OCs, or birth control pills.
 approximately $3 billion. The company also is developing its calcium phosphate calcium phosphate
n.
1. A colorless deliquescent powder, Ca(H2PO4)2, used in baking powders, as a plant food, as a plastic stabilizer, and in glass.

2.
 technology (CaP) for aesthetic medicine (BioLook[TM]), as a vaccine adjuvant adjuvant /ad·ju·vant/ (aj?dbobr-vant) (a-joo´vant)
1. assisting or aiding.

2. a substance that aids another, such as an auxiliary remedy.

3.
, including for an H1N1 (swine flu swine flu
n.
A highly contagious form of human influenza caused by a filterable virus identical or related to a virus formerly isolated from infected swine.
) 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 The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  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 operating costs nplgastos mpl operacionales  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 Form 10-K

A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information.


Form 10-K

See 10-K.
 and subsequent quarterly reports on Form 10-Q Form 10-Q

See 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 Investor relations

The process by which the corporation communicates with its investors.
, 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 Proxy Statement

A document containing the information that a company is required by the SEC to provide to shareholders so they can make informed decisions about matters that will be brought up at an annual stockholder meeting.
 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.
[TABLE OMITTED]


Photos/Multimedia Gallery Available: http://www.businesswire.com/cgi-bin/mmg.cgi?eid=6062576&lang=en
COPYRIGHT 2009 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2009 Gale, Cengage Learning. All rights reserved.

 Reader Opinion

Title:

Comment:



 

Article Details
Printer friendly Cite/link Email Feedback
Publication:Business Wire
Geographic Code:1U3IL
Date:Sep 30, 2009
Words:1752
Previous Article:America's Most Dependable 3G Network Easily Handles Traffic from America's Most Popular Sport.
Next Article:Auto Insurers Satisfy Consumers' Driving Needs.
Topics:



Related Articles
BIOSANTE REPORTS POSITIVE ORAL INSULIN STUDY RESULTS.
BIOSANTE REPORTS SUPERIOR RESULT WITH BIOVANT.
BioSante Pharmaceuticals Announces DynPort Subcontract to Develop Anthrax Vaccines Using Nanotechnology-Based Alternative Delivery Systems.
Cell Genesys and Takeda Announce Global Alliance for the Development and Commercialization of GVAX Immunotherapy for Prostate Cancer.
BioSante Pharmaceuticals and Cell Genesys Sign Definitive Merger Agreement.
BioSante Pharmaceuticals and Cell Genesys Announce September 30, 2009 Special Stockholders Meetings to Approve Merger.
RiskMetrics Group - ISS Governance Services Recommends Stockholders Vote "FOR" BioSante and Cell Genesys Merger.
BioSante Pharmaceuticals and Cell Genesys Announce Final Exchange Ratio for Merger.
BioSante Pharmaceuticals and Cell Genesys Announce Completion of Merger.

Terms of use | Copyright © 2012 Farlex, Inc. | Feedback | For webmasters | Submit articles