BioSante Pharmaceuticals and ANI Pharmaceuticals Plan Merger
News May 09, 2013
BioSante Pharmaceuticals, Inc. and ANIP Acquisition Company d/b/a ANI Pharmaceuticals, Inc. announced that each company will hold a special meeting of its stockholders on Wednesday, June 19, 2013 to consider and vote on certain matters in connection with the proposed merger of a subsidiary of BioSante into ANI pursuant to the amended and restated agreement and plan of merger dated April 12, 2013.
BioSante and ANI have fixed the close of business on May 8, 2013 as the record date for the purpose of determining the stockholders who are entitled to notice of, and to vote at, their respective special meetings of stockholders. The special meeting of BioSante stockholders will be held at 8:00 a.m., Central Time, at BioSante’s corporate office located at 111 Barclay Boulevard, Lincolnshire, Illinois 60069. The special meeting of ANI’s stockholders will be held at 9:00 a.m., Eastern Time, at the offices of MVP Capital Partners located at 259 N. Radnor-Chester Road, Suite 130, Radnor, Pennsylvania 19087. BioSante and ANI stockholders are encouraged to read the definitive joint proxy statement/prospectus in its entirety as it provides, among other things, a detailed discussion of the proposed merger, the merger agreement and the process that led to the proposed merger.
The issuance of BioSante shares in connection with the merger will require the affirmative vote of a majority of the BioSante shares present and entitled to vote at the BioSante stockholders meeting called to consider such issuance (assuming a quorum is present). Unvoted shares will not prevent the issuance of shares in the merger from being approved. The merger also must be approved by ANI stockholders. In addition to the approval of BioSante and ANI stockholders, the completion of the merger is subject to other customary closing conditions.
BioSante stockholders who need assistance in voting their shares or who have questions regarding BioSante’s special meeting may contact AST Phoenix Advisors toll-free at (877) 478-5038.
BioSante also announced today that its board of directors has set the close of business on June 19, 2013, the date of the special meeting of BioSante stockholders, as the record date with respect to the anticipated distribution of contingent value rights (CVRs), to holders of BioSante common stock, providing payment rights arising from a future sale, transfer, license or similar transaction(s) involving BioSante’s LibiGel® (female testosterone gel), including if ANI were to market LibiGel on its own based on BioSante clinical data with less than $2.5 million further spending in clinical development and related costs. Although BioSante’s board of directors has set the record date for such distribution, BioSante’s board of directors has not authorized yet or declared the distribution and does not intend to do so until after BioSante stockholders and ANI stockholders have approved the merger and all related matters being submitted to a vote of such stockholders. The CVR distribution will be effected immediately prior to, but contingent upon, completion of the merger.
BioSante and ANI expect to close the merger as soon as practicable following receipt of approval of the proposals by BioSante stockholders and ANI stockholders at their respective special meetings.
Under the terms of the merger agreement, if the proposed merger is completed, a newly formed subsidiary of BioSante will merge with and into ANI, with ANI continuing as the surviving company and a wholly owned subsidiary of BioSante. Upon completion of the merger, BioSante will issue to ANI stockholders shares of BioSante common stock such that the ANI stockholders at the effective time of the merger will own 57 percent of the combined company’s shares of common stock outstanding, and the BioSante stockholders at the effective time of the merger will own 43 percent.
Upon completion of the merger, the combined company will operate under the leadership of the ANI management team, with Arthur S. Przybyl serving as president and chief executive officer. In addition to Mr. Przybyl, the board of directors of the combined company is expected to have two current directors from BioSante and four current ANI directors.
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