BioSante Pharmaceuticals and Cell Genesys sign merger agreement
2 July 2009
BioSante Pharmaceuticals, Inc. (NASDAQ:BPAX) and Cell Genesys
(NASDAQ:CEGE), have announced that they have entered into a
definitive merger agreement by which the companies will merge in an
all-stock transaction, with BioSante as the surviving company.
Upon completion of the transaction, BioSante stockholders prior to
the merger are expected to own approximately 60.4 percent of the
outstanding shares of the combined company and the former Cell Genesys
stockholders are expected to own 39.6 percent.
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. It is anticipated that 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 the merged company upon completion of the merger.
The merged company will focus primarily on LibiGel, BioSante’s
testosterone gel in Phase III clinical development under a U.S. Food and
Drug Administration (FDA) agreed Special Protocol Assessment (SPA) for
the treatment of female sexual dysfunction (FSD).
The merged company also will seek future development opportunities
for GVAX Immunotherapies including potential combination with BioVant,
BioSante’s vaccine adjuvant, as well as possible external
collaborations, and also will seek to outlicense other Cell Genesys
technologies. In addition, the merged company will acquire a 16 percent
equity ownership position in Ceregene, Inc., a former subsidiary of Cell
Genesys which is developing gene therapies for neurodegenerative
“This merger allows BioSante to secure additional 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 with the completion of Phase III studies targeted
for mid-to-late 2010. 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
our stockholders based on Cell Genesys’ technologies and other assets.”
The merger agreement has been approved unanimously by the boards of
directors of both BioSante and Cell Genesys and will need to be approved
by both BioSante’s and Cell Genesys’ stockholders. The merger is subject
to customary closing conditions as well as a condition requiring Cell
Genesys’ net cash, less certain expenses and liabilities, to be a
specified minimum amount as of 10 calendar days prior to the anticipated
closing date of the merger.
The transaction is expected to be completed in the late third quarter
or early fourth quarter of 2009.
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