Cell Genesys merges with BioSante Pharmaceuticals

Cell Genesys, Inc. has merged with and into BioSante Pharmaceuticals, Inc. Both the companies are based in the US.

BioSante is a biopharmaceutical company that develops hormone therapy products to treat both men and women. Cell Genesys is a biotechnology company focused on the development and commercialization of biological therapies for patients with cancer.

Update on September 30, 2009:

The stockholders of BioSante have approved the company's proposed merger with Cell Genesys.

Announcement (June 30, 2009):

BioSante and Cell Genesys have entered into a definitive merger agreement by which the companies will merge in an all-stock transaction. BioSante will be the surviving company. The transaction is valued at approximately $38 million.

Under the agreement, shareholders of Cell Genesys would receive 0.1615 of a share of BioSante common stock for each share of Cell Genesys common stock they own. Based on the companies' closing stock prices on June 29, 2009, this represents $0.347 per share of consideration to be received by the Cell Genesys stockholders and a premium of 12% to the closing sale price of Cell Genesys' common stock on that date.

Upon completion of the transaction, BioSante stockholders prior to the merger are expected to own approximately 60.4% of the outstanding shares of the combined company and the former Cell Genesys stockholders are expected to own 39.6%. The transaction has been approved by the Boards of Directors of both the companies.

In addition, the merged company will acquire a 16% equity ownership position in Ceregene, Inc., a former subsidiary of Cell Genesys. The merged company will focus primarily on LibiGel, BioSante's testosterone gel in phase III clinical development under a US Food and Drug Administration (FDA) agreed Special Protocol Assessment (SPA) for the treatment of female sexual dysfunction (FSD).

Oppenheimer & Co. Inc. is acting as financial advisor to BioSante. Lazard, Ltd. is acting as financial advisor, while Shearman & Sterling LLP is acting as legal advisor to Cell Genesys.

Deal Value (US$ Million) 38
Deal Type                Merger
Deal Status              Completed: 2009-10-14

Deal Participants

Target 1 (Company) Cell Genesys, Inc.
Target 2 (Company) BioSante Pharmaceuticals, Inc.

Deal Rationale

This transaction would allow BioSante to secure additional funding required for the continued phase III development of LibiGel for FSD and offers the potential to expand its product development portfolio with the addition of GVAX Immunotherapies.

Bid Premium ($ per share) 12

Related terms: acquisition, advisor, biotechnology, cancer, clinical, equity, fda, legal, men, merger, pharmaceuticals, product development, products, sterling, women