BioSante, Cell Genesys merge in $38M deals

Cell Genesys has put an end to its financial woes through a $38 million merger with BioSante. The two companies will merge in an all-stock deal; BioSante will be the surviving company.

Cell Genesys stockholders will 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, or a total consideration of approximately $38 million. 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.

The new company will focus on BioSante's LibiGel, a female sexual dysfunction treatment currently in Phase III trials. It will also examine options for the future of Cell Genesys' GVAX Immunotherapies, including potential combination with BioVant, BioSante's vaccine adjuvant, as well as possible external collaborations. The combined entity will also try to outlicense other Cell Genesys technologies.

Last year Cell Genesys shelved a late-stage trial of GVAX immunotherapy in patients with prostate cancer after its independent monitoring board concluded that the trial had less than a 30 percent chance of success. Since that time, the company has gone into survival mode, shrinking its workforce down to just nine employees.

"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. "...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."

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ALSO: BioSante Pharmaceuticals says a study of 631 women over 18 years showed that testosterone has no effect on the incidence of invasive breast cancer among menopausal women who use testosterone to improve sexual function. The drug developer is evaluating its testosterone treatment LibiGel for the treatment of hypoactive sexual desire disorder (HSDD) in women. Release